Form 485BPOS Chesapeake Investment

 

As filed with the Securities and Exchange Commission on February 27, 2026

File No. 033-53800

File No. 811-07324

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-1A

 

	REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933	☐
	PRE-EFFECTIVE AMENDMENT NO. [  ]
	POST-EFFECTIVE AMENDMENT NO. [67]
	and/or
	REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	☐
	AMENDMENT NO. [68]

 

CHESAPEAKE INVESTMENT TRUST

(Exact Name of Registrant as Specified in Charter)

 

285 Wilmington-West Chester Pike, Chadds Ford, PA 19317

(Address of Principal Executive Offices, Zip Code)

 

(513) 587-3433

(Registrant’s Telephone Number, including Area Code)

 

Capitol Services

P.O. Box 1831

Austin, TX 78767

(Name and Address of Agent for Service)

 

With a copy to:

 

Jesse D. Hallee	John H. Lively
Ultimus Fund Solutions, LLC	Practus, LLP
225 Pictoria Drive, Suite 450	11300 Tomahawk Creek Parkway
Cincinnati, Ohio 45246	Leawood, Kansas 66211

 

It is proposed that this filing will become effective:

 

	☒	immediately upon filing pursuant to paragraph (b)
	☐	on _________ pursuant to paragraph (b)
	☐	60 days after filing pursuant to paragraph (a)(i)
	☐	on pursuant to paragraph (a)(i)
	☐	75 days after filing pursuant to paragraph (a)(ii)
	☐	on pursuant to paragraph (a)(ii) of Rule 485

 

If appropriate, check the following box:

 

☐

This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

 

 

Ticker Symbol (CHCGX)

 

THE CHESAPEAKE GROWTH FUND

 

A series of

The Chesapeake Investment Trust

 

A No Load Fund

 

 

 

Prospectus

February 27, 2026

 

 

 

The Chesapeake Growth Fund (the “Fund”) seeks capital appreciation. In seeking to achieve its objective, the Fund will invest primarily in equity securities of the largest 1,000 companies, based on market capitalization, domiciled in the United States.

 

Investment Advisor

 

Gardner Lewis Asset Management

(the “Advisor”)
285 Wilmington-West Chester Pike
Chadds Ford, Pennsylvania 19317
1-800-430-3863

 

The Securities and Exchange Commission has not approved or disapproved the securities being offered by this Prospectus or determined whether this Prospectus is accurate and complete. Any representation to the contrary is a criminal offense. You should read this Prospectus carefully before you invest or send money.

 

 

TABLE OF CONTENTS

 

		Page
FUND SUMMARY		1
INVESTMENT OBJECTIVE		1
FEES AND EXPENSES OF THE FUND		1
PRINCIPAL INVESTMENT STRATEGIES		1
PRINCIPAL RISKS		2
PERFORMANCE SUMMARY		2
MANAGEMENT OF THE FUND		3
PURCHASE AND SALE OF FUND SHARES		3
TAX INFORMATION		3
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES		3
INVESTMENT STRATEGIES AND RISKS		4
PRINCIPAL INVESTMENT STRATEGIES		4
PRINCIPAL RISKS		5
MANAGEMENT OF THE FUND		5
INVESTMENT ADVISOR		5
ADMINISTRATOR AND TRANSFER AGENT		6
DISTRIBUTOR AND DISTRIBUTION OF SHARES		6
OTHER EXPENSES		6
INVESTING IN THE FUND		7
MINIMUM INVESTMENT		7
PURCHASE AND REDEMPTION PRICE		7
PURCHASING SHARES		7
REDEEMING SHARES		9
FREQUENT PURCHASES AND REDEMPTIONS		12
OTHER IMPORTANT INVESTMENT INFORMATION		12
DIVIDENDS, DISTRIBUTIONS, AND TAXES		12
FINANCIAL HIGHLIGHTS		14
PRIVACY NOTICE		15
ADDITIONAL INFORMATION		Back Cover

 

 

FUND SUMMARY

 

INVESTMENT OBJECTIVE

 

The Chesapeake Growth Fund (the “Fund”) seeks capital appreciation.

 

FEES AND EXPENSES OF THE FUND

 

The following table describes the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.

 

Shareholder Fees (fees paid directly from your investment)		None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		1.00%
Distribution and/or Service (12b-1) Fees		0.08%
Other Expenses		0.62%
Acquired Fund Fees and Expenses		0.01%
Total Annual Fund Operating Expenses1		1.71%

 

1

“Total Annual Fund Operating Expenses” will not correlate to the Fund’s ratio of total expenses to average net assets in the Fund’s Financial Highlights, which reflects the operating expenses of the Fund but does not include “Acquired Fund Fees and Expenses.”

 

Example

 

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Period Invested		1 Year		3 Years		5 Years		10 Years
Your Costs		$174		$539		$928		$2,019

 

Portfolio Turnover

 

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 55% of the average value of its portfolio.

 

PRINCIPAL INVESTMENT STRATEGIES

 

The Fund, which is a diversified separate investment portfolio of The Chesapeake Investment Trust (the “Trust”), seeks capital appreciation by investing primarily in equity securities of the largest 1,000 companies, based on market capitalization, domiciled in the United States. Equity securities include common and preferred stock and securities convertible into common stock. Realization of current income will not be a significant investment consideration and any such income should be considered incidental to the Fund’s objective.

 

In making investment decisions for the Fund, Gardner Lewis Asset Management L.P. (the “Advisor”) will focus on companies that, in the Advisor’s opinion, show superior prospects for earnings growth and are undergoing positive changes that have not yet 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.

 

Additionally, companies in which the Fund invests typically will show strong earnings growth when compared to the previous year’s comparable period. The Advisor generally avoids companies that have excessive debt. The Advisor also favors portfolio investments in companies whose price when purchased is not yet fully reflective of their growth rates.

 

Under normal market conditions, the Fund will invest at least 90% of its total assets in equity securities and at least 80% of such assets will be invested in the largest 1,000 companies domiciled in the United States. Generally, all of the securities in which the Fund invests will be traded on domestic securities exchanges or in the over-the-counter markets. The Fund may invest in foreign securities if they are traded on a U.S. securities exchange. Portfolio securities are generally acquired for the long term.

 

 

PRINCIPAL RISKS

 

An investment in the Fund is subject to investment risks, including the risk that you may lose money. There can be no assurance that the Fund will be successful in meeting its investment objective. The following section describes the principal risks involved with an investment in the Fund.

 

Equity Securities. To the extent that the majority of the Fund’s portfolio consists of equity securities, 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. Equity securities are subject to inherent market risks and fluctuations in value due to earnings, economic conditions and other factors beyond the control of the Advisor.

 

Market Risk. Market risk refers to the risk related to investments in securities in general and daily fluctuations in the securities markets. The Fund’s performance will change daily based on many factors, including fluctuation in interest rates, the quality of the instruments in the Fund’s investment portfolio, national and international economic conditions, and general market conditions.

 

Sector Risk. If the Fund has significant investments in the securities of issuers in industries within a particular sector, any development affecting that sector will have a greater impact on the value of the net assets of the Fund than would be the case if the Fund did not have significant investments in that sector. In addition, this may increase the risk of loss of an investment in the Fund and increase the volatility of the Fund’s net asset value per share. From time to time, a particular set of circumstances may affect this sector or companies within the sector. For instance, economic or market factors, regulation or deregulation, or other developments may negatively impact all companies in a particular sector and therefore the value of the Fund’s portfolio will be adversely affected.

 

Internal Change. Investing in companies which are undergoing internal change, such as implementing new strategies or introducing new technologies, may involve greater than average risk due to their unproven nature.

 

Large Capitalization Companies. Companies with large market capitalizations go in and out of favor based on various market and economic conditions. Prices of securities of larger companies tend to be less volatile than companies with smaller market capitalizations. In exchange for this potentially lower risk, the Fund’s value may not rise as much as the value of funds that emphasize companies with smaller market capitalizations.

 

Management Risk. The Advisor’s ability to choose suitable investments has a significant impact on the ability of the Fund to achieve its investment objective.

 

Market Segment Risk. Investors are also subject to the risk that the Fund’s market segment, the largest 1,000 companies domiciled in the United States, may underperform other equity market segments or the equity markets as a whole.

 

PERFORMANCE SUMMARY

 

The bar chart and performance table that follow provide some indication of the risks and variability of investing in the Fund by showing changes in the Fund’s performance from year to year for the past 10 calendar years and by showing how the Fund’s average annual total returns for 1, 5 and 10 years compare with those of a broad measure of market performance. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information, current to the most recent month end, is available by calling 1-800-430-3863 or by visiting www.chesapeakefunds.com.

 

Annual Total Returns

 

Year	Return
Annual return 2016	2.69%
Annual return 2017	23.65%
Annual return 2018	-1.74%
Annual return 2019	27.99%
Annual return 2020	24.23%
Annual return 2021	15.56%
Annual return 2022	-28.72%
Annual return 2023	24.70%
Annual return 2024	10.97%
Annual return 2025	16.22%

 

Highest Quarter	25.49%	6/30/2020
Lowest Quarter	-21.09%	6/30/2022

 

 

Average Annual Total Returns For Periods Ended December 31, 2025:

 

The table below presents the impact of taxes on the Fund’s returns. After-tax returns are calculated using the historical highest marginal individual U.S. federal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on your tax situation and may differ from those shown. If you hold shares of the Fund in a tax-deferred account, such as an individual retirement account (“IRA”) or 401(k) plan, after-tax returns are not relevant to your investment because holders of such accounts generally are subject to taxes only upon distributions.

 

The Chesapeake Growth Fund		1 Year		5 Years		10 Years
Return Before Taxes		16.22%		5.78%		10.14%
Return After Taxes on Distributions		14.24%		5.08%		9.78%
Return After Taxes on Distributions and Sale of Fund Shares		11.00%		4.48%		8.38%
S&P 500 Total Return Index (reflects no deduction for fees, expenses or taxes)		17.88%		14.42%		14.82%

 

MANAGEMENT OF THE FUND

 

Investment Advisor

 

Gardner Lewis Asset Management L.P. is the Fund’s investment advisor.

 

Portfolio Manager

 

The Advisor utilizes a team approach to managing the Fund’s portfolio, with W. Whitfield Gardner, Chairman and Chief Executive Officer of the Advisor, being primarily responsible for its day-to-day management.

 

PURCHASE AND SALE OF FUND SHARES

 

Minimum Initial Investment

 

$2,500

 

Subsequent Investments

 

$500 ($100 for those participating in the automatic investment plan)

 

General Information

 

You may purchase or redeem (sell) shares of the Fund on each day that the New York Stock Exchange is open for business. Transactions may be initiated by written request, by wire transfer or through your financial intermediary. Please call 1-800-430-3863 for assistance.

 

TAX INFORMATION

 

The Fund expects to distribute all or substantially all of its net investment income and net realized gains to its shareholders at least annually. The Fund’s distributions are generally taxed as ordinary income or capital gains, unless you are investing through a tax-deferred account, such as an IRA or 401(k) plan, in which case withdrawals generally will be taxed.

 

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

 

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 

 

INVESTMENT STRATEGIES AND RISKS

 

PRINCIPAL INVESTMENT STRATEGIES

 

The Fund, which is a diversified separate investment portfolio of the Trust, seeks capital appreciation by investing primarily in equity securities of the largest 1,000 companies, based on market capitalization, domiciled in the United States. Equity securities include common and preferred stock and securities convertible into common stock. Realization of current income will not be a significant investment consideration and any such income should be considered incidental to the Fund’s objective.

 

In making investment decisions for the Fund, the Advisor will focus on companies that, in the Advisor’s opinion, show superior prospects for earnings growth. 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 that in the Advisor’s opinion are undergoing positive changes that have not yet been recognized by “Wall Street” analysts and the financial press. These changes may include:

 

●

New product introductions;

 

●

New distribution strategies;

 

●

New manufacturing technology; and/or

 

●

New management team or new management philosophy.

 

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.

 

Additionally, companies in which the Fund invests typically will show strong earnings growth when compared to the previous year’s comparable period. The Advisor generally avoids companies that have excessive debt. The Advisor also favors portfolio investments in companies whose price when purchased is not yet fully reflective of their growth rates. In selecting these portfolio companies, the Advisor considers the following factors:

 

●

Growth rate of earnings;

 

●

Financial performance;

 

●

Management strengths and weaknesses;

 

●

Current market valuation in relation to earnings growth;

 

●

Historic and comparable company valuations;

 

●

Level and nature of the company’s debt, cash flow and working capital; and

 

●

Quality of the company’s assets.

 

Under normal market conditions, the Fund will invest at least 90% of its total assets in equity securities and at least 80% of such assets will be invested in the largest 1,000 companies domiciled in the United States. Generally, all the securities in which the Fund invests will be traded on domestic securities exchanges or in the over-the-counter markets. The Fund may invest in foreign securities if they are traded on a U.S. securities exchange. While portfolio securities are generally acquired for the long term, they may be sold under any of the following circumstances:

 

●

The anticipated price appreciation has been achieved or is no longer probable;

 

●

The company’s fundamentals appear, in the analysis of the Advisor, to be deteriorating;

 

●

General market expectations regarding the company’s future performance exceed those expectations held by the Advisor; or

 

●

Alternative investments offer, in the view of the Advisor, superior potential for appreciation.

 

Temporary Defensive Position. The Fund may hold all or a portion of its assets in cash or cash-equivalents as a temporary defensive measure. Under these circumstances, the Fund may not participate in stock market advances or declines to the same extent it would have had it remained more fully invested in common stocks. As a result of engaging in these temporary measures, the Fund may not achieve its investment objective. If the Fund invests in shares of a money market fund, shareholders of the Fund generally will be subject to duplicative management fees.

 

 

PRINCIPAL RISKS

 

An investment in the Fund is subject to investment risks, including the risk that you may lose money. There can be no assurance that the Fund will be successful in meeting its investment objective. The following section describes the principal risks involved with an investment in the Fund.

 

Equity Securities. To the extent that the majority of the Fund’s portfolio consists of equity securities, 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. Equity securities are subject to inherent market risks and fluctuations in value due to earnings, economic conditions and other factors beyond the control of the Advisor. A company’s share price may decline if a company does not perform as expected, if it is not well managed, if there is a decreased demand for its products or services, or during periods of economic uncertainty or stock market turbulence, among other conditions.

 

Market Risk. Market risk refers to the risk related to investments in securities in general and daily fluctuations in the securities markets. The Fund’s performance will change daily based on many factors, including fluctuation in interest rates, the quality of the instruments in the Fund’s investment portfolio, national and international economic conditions, and general market conditions. At times, the securities markets can be volatile and security prices can change drastically.

 

Sector Risk. If the Fund has significant investments in the securities of issuers in industries within a particular sector, any development affecting that sector will have a greater impact on the value of the net assets of the Fund than would be the case if the Fund did not have significant investments in that sector. In addition, this may increase the risk of loss of an investment in the Fund and increase the volatility of the Fund’s net asset value per share. From time to time, a particular set of circumstances may affect this sector or companies within the sector. For instance, economic or market factors, regulation or deregulation, or other developments may negatively impact all companies in a particular sector and therefore the value of the Fund’s portfolio will be adversely affected.

 

Internal Change. Investing in companies which are undergoing internal change, such as implementing new strategies or introducing new technologies, may involve greater than average risk due to their unproven nature.

 

Large Capitalization Companies. Companies with large market capitalizations go in and out of favor based on various market and economic conditions. Prices of securities of larger companies tend to be less volatile than companies with smaller market capitalizations. In exchange for this potentially lower risk, the Fund’s value may not rise as much as the value of funds that emphasize companies with smaller market capitalizations.

 

Management Risk. The Advisor’s ability to choose suitable investments has a significant impact on the ability of the Fund to achieve its investment objective.

 

Market Segment Risk. Investors are also subject to the risk that the Fund’s market segment, the largest 1,000 companies domiciled in the United States, may underperform other equity market segments or the equity markets as a whole.

 

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.

 

MANAGEMENT OF THE FUND

 

INVESTMENT ADVISOR

 

The Advisor, established as a Delaware corporation in 1990 and converted to a Pennsylvania limited partnership in 1994, is controlled by W. Whitfield Gardner. Mr. Gardner, Chairman and Chief Executive Officer of the Advisor, is also an executive officer of the Trust. The Advisor provides investment advice to corporations, trusts, pension and profit sharing plans, other business and institutional accounts, and individuals. The Advisor’s address is 285 Wilmington-West Chester Pike, Chadds Ford, Pennsylvania 19317.

 

The Advisor is registered as an investment advisor with the Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940. Subject to the authority of the Board of Trustees of the Trust, the Advisor provides guidance and policy direction in connection with its daily management of the Fund’s assets and manages the investment and reinvestment of the Fund’s assets. The Advisor is also responsible for the selection of broker-dealers through which the Fund executes portfolio transactions, subject to the brokerage policies established by the Trustees, and it provides certain executive personnel to the Fund.

 

The Advisor’s Compensation. As full compensation for the investment advisory services provided to the Fund, the Fund pays the Advisor compensation at the annual rate of 1.00% of the Fund’s average daily net assets. During the most recent fiscal year ended October 31, the Advisor received full compensation.

 

Disclosure Regarding Approval of the Investment Advisory Contract. A discussion regarding the Trustees’ basis for approving the most recent continuance of the investment advisory contract for the Fund is available in the Fund’s annual report to shareholders for the most recent fiscal year ended October 31. You may obtain a copy of the annual report, free of charge, upon request to the Fund.

 

 

Portfolio Manager. The Advisor utilizes a team approach to managing the Fund’s portfolio, with W. Whitfield Gardner being primarily responsible for its day-to-day management. The portfolio management team is comprised of various professional investment personnel of the Advisor. Mr. Gardner co-managed the Fund’s portfolio since its inception in 1994 until 2012 when he became primarily responsible. He has been associated with the Advisor in his current capacity since it was founded in 1990.

 

The Fund’s Statement of Additional Information (“SAI”) provides additional information about the portfolio manager’s compensation, other accounts managed by the portfolio manager, and the portfolio manager’s ownership of shares of the Fund.

 

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. The Advisor will not consider sales of shares of the Fund as a factor in the selection of brokers and dealers, but may place portfolio transactions with brokers and dealers that promote or sell the Fund’s shares so long as such transactions are done in accordance with the policies and procedures established by the Trustees that are designed to ensure that the selection is based on the quality of execution and not on sales efforts. When placing portfolio transactions with a broker or dealer, the Advisor may aggregate securities to be sold or purchased for the Fund with those to be sold or purchased for other advisory accounts managed by the Advisor. In aggregating such securities, the Advisor will average the transaction as to price and will allocate available investments in a manner which the Advisor believes to be fair and reasonable to the Fund and such other advisory accounts. An aggregated order will generally be allocated on a pro rata basis among all participating accounts, based on the relative dollar values of the participating accounts, or using any other method deemed to be fair to the participating accounts, with any exceptions to such methods involving the Fund being reported to the Trustees.

 

ADMINISTRATOR AND TRANSFER AGENT

 

Ultimus Fund Solutions, LLC (“Ultimus” or the “Transfer Agent”), 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, serves as the Fund’s administrator, transfer agent and fund accounting agent. The services of Ultimus include, among other things: (i) providing office space, equipment, and officers and clerical personnel to the Fund, (ii) obtaining valuations, calculating net asset values and performing other accounting, tax and financial services, (iii) recordkeeping, (iv) regulatory, compliance and reporting services, (v) processing shareholder account transactions and disbursing dividends and distributions, and (vi) supervising custodial and other third party services.

 

DISTRIBUTOR AND DISTRIBUTION OF SHARES

 

Distributor. Ultimus Fund Distributors, LLC (the “Distributor”) is the Fund’s principal underwriter and serves as the exclusive agent for the distribution of the Fund’s shares. The Distributor may sell the Fund’s shares to or through qualified securities dealers or other approved entities.

 

Distribution of Shares. The Fund has adopted a plan of distribution (the “Distribution Plan”) in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), that allows the Fund to pay for certain expenses related to the distribution of its shares, including, but not limited to, payments to securities dealers and other persons (including the Distributor and its affiliates) who are engaged in the sale of shares of the Fund and who may be advising investors regarding the purchase, sale or retention of Fund shares; expenses of maintaining personnel who engage in or support distribution of shares or who render shareholder support services not otherwise provided by the Transfer Agent or the Trust; expenses of formulating and implementing marketing and promotional activities, including direct mail promotions and mass media advertising; expenses of preparing, printing and distributing sales literature and prospectuses and statements of additional information and reports for recipients other than existing shareholders of the Fund; expenses of obtaining such information, analysis and reports with respect to marketing and promotional activities as the Trust may, from time to time, deem advisable; and any other expenses related to the distribution of the Fund’s shares.

 

The annual limitation for payment of expenses pursuant to the Distribution Plan is 0.25% of the Fund’s average daily net assets. In the event the Plan is terminated by the Fund in accordance with its terms, the Fund will not be required to make any payments for expenses incurred after the date the Plan terminates. Because these fees are paid out of the Fund’s assets on an ongoing basis, these fees, over time, will increase the cost of your investment and may cost you more than paying other types of sales charges.

 

OTHER EXPENSES

 

In addition to the management fees and fees payable under the Fund’s Distribution Plan, the Fund pays all expenses not assumed by the Advisor, including, without limitation: the fees and expenses of its independent registered public accounting firm and of its legal counsel; the costs of printing and mailing to shareholders annual and semiannual reports, proxy statements, prospectuses, statements of additional information, and supplements thereto; the fees of the Fund’s administrator and Transfer Agent; bank transaction charges and custodian fees; any proxy solicitors’ fees and expenses; filing fees; any U.S. federal, state, 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, including 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.

 

 

INVESTING IN THE FUND

 

MINIMUM INVESTMENT

 

Shares of the Fund are sold and redeemed at net asset value (“NAV”). Shares may be purchased directly from the Fund or through any broker-dealer or other financial institution authorized to sell shares of the Fund. The minimum initial investment is $2,500 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 stated minimum initial investment.

 

PURCHASE AND REDEMPTION PRICE

 

The price at which you purchase or redeem shares is based on the next calculation of NAV after an order is received, subject to the order being accepted by the Fund in proper form. See “Purchasing Shares” and “Redeeming Shares” for instructions regarding the proper form for purchase and redemption orders, respectively. The Fund’s NAV 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 NAV of the Fund is determined as of the close of the regular session of trading on the New York Stock Exchange (“NYSE”), normally 4:00 p.m., Eastern Time, Monday through Friday, except when the NYSE closes earlier. The Fund does not calculate NAV on days when the NYSE is closed. If the Fund has portfolio securities that are primarily listed on foreign exchanges that trade on weekends or other days when the Fund does not price it shares, the net asset value of the Fund’s shares may change on days when shareholders will not be able to purchase or redeem the Fund’s shares.

 

The pricing and valuation of portfolio securities is determined in good faith by the Advisor as “valuation designee” in accordance with procedures established by the Board of Trustees. In determining the value of the Fund’s total assets, portfolio securities are generally calculated at market value by quotations from the primary market in which they are traded. The Fund normally uses third party pricing services to obtain market quotations. Securities and assets for which representative market quotations are not readily available or which cannot be accurately valued using the Fund’s normal pricing procedures are valued at fair value as determined in good faith by the Advisor as “valuation designee” under the oversight of the Trustees. Fair value pricing may be used, for example, in situations where (i) a portfolio security is so thinly traded that there have been no transactions for that stock over an extended period of time; (ii) the exchange on which the portfolio security is principally traded closes early; or (iii) trading of the particular portfolio security is halted during the day and does not resume prior to the Fund’s NAV calculation. Pursuant to policies adopted by the Trustees, the Advisor consults with the Fund’s administrator on a regular basis regarding the need for fair value pricing. The Fund’s policies regarding fair value pricing are intended to result in a calculation of the Fund’s NAV that fairly reflects portfolio security values as of the time of pricing. A portfolio security’s “fair value” price may differ from the price next available for that portfolio security using the Fund’s normal pricing procedures. If such fair value price differs from the price that would have been determined using the Fund’s normal pricing procedures, a shareholder may receive more or less proceeds or shares from redemptions or purchases of Fund shares, respectively, than a shareholder would have otherwise received if the security were priced using the Fund’s normal pricing procedures. The performance of the Fund may also be affected if a portfolio security’s fair value price were to differ from the security’s price using the Fund’s normal pricing procedures. The Fund may also not be able to receive the portfolio security’s fair value if the Fund should sell the portfolio security. The Trustees monitor and evaluate the Fund’s use of fair value pricing, and periodically review the results of any fair valuation under the Fund’s policies.

 

PURCHASING SHARES

 

The Fund is a no-load fund. This means that shares may be purchased without imposition of a sales charge. Shares of the Fund are available for purchase every day the NYSE is open for business, at the Fund’s NAV next calculated after receipt of the purchase order in proper form. The Fund reserves the right to reject any purchase request and suspend its offering of shares at any time. The Fund mails you confirmations of all purchases or redemptions of Fund shares. Certificates representing shares are not issued.

 

Automated Clearing House (ACH) Purchases. Shareholders may purchase shares of the Fund through the Automated Clearing House (“ACH”) network from a U.S. domestic bank or other U.S. domestic financial institution. All payments must be made in U.S. dollars.

 

Initial and Subsequent Purchases by ACH. ACH may be used for both initial and subsequent investments. To establish ACH instructions, shareholders must provide the required banking information on the Account Application (or other documentation acceptable to the Fund or its Transfer Agent).

 

Bank Account Requirements. The designated bank account must be maintained at a U.S. domestic financial institution. The name(s) and registration on the bank account must exactly match the name(s) and registration on the Fund account. The bank account must be owned and controlled by the shareholder(s). ACH transfers initiated from a third-party bank account will not be accepted.

 

 

Purchase Requests in Good Order. A purchase request will be considered to be in “good order” only if it includes all of the following:

 

●

A completed and signed account application (for new accounts).

 

●

The exact dollar amount of the investment.

 

●

For existing accounts, the account number and the name(s) exactly as registered on the account.

 

●

Payment in U.S. dollars, payable to the Fund.

 

●

Any documentation reasonably required by the Fund or its Transfer Agent to verify the identity or authority of the purchaser, if applicable.

 

Requests that are incomplete, unclear, or submitted without the required documentation may be delayed or rejected. The Fund and its Transfer Agent are not responsible for delays or losses due to requests that are not received in good order.

 

Mail Orders. All investments must be in U.S. dollars and checks must be drawn on U.S. banks. Cash equivalents, including, but not limited to, cash, cashier’s checks, bank official checks, certified checks, bank money orders, third party checks (except for properly endorsed IRA transfer and rollover checks), as well as counter checks, starter checks, traveler’s checks, money orders, credit card checks, and payments drawn on non-U.S. financial institutions, will generally not be accepted for the purchase of fund shares. When shares are purchased by check, the proceeds from the redemption of those shares will not be paid until the purchase check has been converted to federal funds, which could take up to 15 calendar days from the date of purchase. If your check or electronic payment does not clear, you will be responsible for any loss or expense incurred by the Fund. A $25 fee will be charged to defray bank charges and processing costs associated with the returned payment. The Fund reserves the right to redeem shares from your account to cover any unpaid amounts.

 

For regular mail orders, please complete an account application and mail it, along with your check made payable to “The Chesapeake Growth Fund,” to:

 

Regular Mail	Overnight/Express Mail
Chesapeake Growth Fund c/o Ultimus Fund Solutions, LLC P.O. Box 46707 Cincinnati, Ohio 45246	Chesapeake Growth Fund c/o Ultimus Fund Solutions, LLC 225 Pictoria Drive, Suite 450 Cincinnati, Ohio 45246

 

By sending your check to the Fund, please be aware that you are authorizing the Fund to make a one-time electronic debit from your account at the financial institution indicated on your check. Your bank account will be debited as early as the same day the Fund receives your payment in the amount on your check; no additional amount will be added to the total. The transaction will appear on your bank statement. Your original check will be destroyed once processed, and you will not receive your cancelled check back. If the Fund cannot post the transaction electronically, you authorize the Fund to present an image copy of your check for payment.

 

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 for wire instructions and to advise the Fund of the investment, dollar amount, and the account identification number. You should be prepared to mail or fax a completed, signed account application before payment by wire will be accepted.

 

The Fund requires advance notification of all wire purchases in order to ensure that the wire is received in proper form and that your account is subsequently credited in a timely fashion for a given trade date. Failure to notify the Transfer Agent prior to the transmittal of the bank wire may result in a delay in purchasing shares of the Fund. An order is considered received when the Fund receives payment by wire in proper form, provided that the completed account application has been accepted by the Transfer Agent and determined to be in proper form. See “Purchasing Shares – Mail Orders” above. Your financial institution may charge a fee for wiring funds.

 

Through Your Broker or Financial Institution. Shares of the Fund may be purchased through certain brokerage firms and financial institutions that are authorized to accept orders on behalf of the Fund and such organizations may be authorized to designate intermediaries to accept orders on behalf of the Fund. In addition, orders will be deemed to have been received by the Fund when the authorized broker, or broker-authorized designee, receives your purchase order. Orders will be priced at the NAV next determined after your order is received by such organization, or its authorized designee, in proper form. These organizations may charge you transaction fees on purchases of Fund shares and may impose other charges or restrictions or account options that differ from those applicable to shareholders who purchase shares directly through the Fund. These organizations may be the shareholders of record of your shares. The Fund is not responsible for ensuring that these organizations carry out their obligations to their customers. Shareholders investing in this manner should look to the organization through which they invest for specific instructions on how to purchase and redeem shares.

 

 

Additional Investments. You may make additional purchases and add shares to your account at any time. These purchases may be made by mail, by wire transfer or by contacting your broker-dealer. The minimum additional investment is $500. Before adding funds by bank wire, please call the Fund at 1-800-430-3863 for wire instructions and to advise the Fund of the investment, dollar amount, and the account identification number. Please note your account number on the memo line of your check. The shareholder will be responsible for any fees incurred or losses suffered by the Fund or the Transfer Agent as a result of any check returned for insufficient funds.

 

Automatic Investment Plan (“AIP”). Shareholders may purchase shares through an AIP, which provides for regular, periodic purchases in accordance with the shareholder’s instructions and the Transfer Agent’s procedures. With the shareholder’s authorization, the Transfer Agent will process AIP purchases in the amount and frequency selected by the shareholder. The minimum automatic investment is $100. Shareholders may change or terminate AIP instructions at any time by contacting the Transfer Agent. Only bank accounts maintained at U.S. financial institutions may be used. The Fund and/or the Transfer Agent may modify, suspend, or terminate the AIP at any time.

 

Important Information about Procedures for Opening a New Account. To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person that opens a new account, and to determine whether such person’s name appears on government lists of known or suspected terrorists and terrorist organizations. As a result, the Fund must obtain the following information for each person that opens a new account:

 

●

Name;

 

●

Date of birth (for individuals);

 

●

Residential or business street address (although post office boxes are still permitted for mailing); and

 

●

Social security number, taxpayer identification number, or other identifying number.

 

You may also be asked for a copy of your driver’s license, passport, or other identifying document in order to verify your identity. In addition, it may be necessary to verify your identity by cross-referencing your identification information with a consumer report or other electronic database. Additional information may be required to open accounts for corporations and other entities. Federal law prohibits the Fund and other financial institutions from opening a new account unless they receive the minimum identifying information listed above.

 

After an account is opened, the Fund may restrict your ability to purchase additional shares until your identity is verified. The Fund also may close your account or take other appropriate action if the Fund is unable to verify your identity within a reasonable time. If your account is closed for this reason, your shares will be redeemed at the NAV next calculated after the account is closed. In each case, your redemption proceeds may be worth more or less than your original investment. The Fund will not be responsible for any loss incurred due to the Fund’s inability to verify your identity.

 

REDEEMING SHARES

 

Shares of the Fund may be redeemed on any day on which the Fund computes its NAV. Shares are redeemed at the NAV next determined after receipt of your redemption request in proper form. Redemption requests may be made by mail or by telephone.

 

Mail Redemptions. Mail redemption requests should be addressed to:

 

Regular Mail	Overnight/Express Mail
Chesapeake Growth Fund c/o Ultimus Fund Solutions, LLC P.O. Box 46707 Cincinnati, Ohio 45246	Chesapeake Growth Fund c/o Ultimus Fund Solutions, LLC 225 Pictoria Drive, Suite 450 Cincinnati, Ohio 45246

 

Redemption Requests in Good Order. A redemption request will be considered to be in “good order” only if it includes all of the following:

 

●

The name of the Fund and the account number

 

●

The exact dollar amount or number of shares to be redeemed

 

●

The name(s) of the registered account owner(s), exactly as they appear on the account

 

●

Signature(s) of all registered owner(s)

 

●

Any required signature guarantee or medallion signature guarantee (“MSG”), if applicable

 

●

Any documentation reasonably required by the Fund or its Transfer Agent to verify the identity or authority of the person(s) requesting the redemption

 

Redemption requests that are incomplete, unclear, unsigned, or submitted without the required documentation or signature guarantees may be delayed or rejected. The Fund and its Transfer Agent are not responsible for processing delays or losses resulting from requests not received in good order.

 

 

Telephone Transactions. You may purchase, exchange, or redeem Fund shares by calling 1-800-430-3863. Telephone transaction privileges are automatically available for new accounts unless you decline them on your account application or later revoke them by written instruction to the Fund or its Transfer Agent.

 

Telephone instructions, if received in good order before the applicable cut-off time, will be processed at the Fund’s next determined NAV. Redemption proceeds will be sent promptly to your address of record by check or to your bank account of record by ACH or wire transfer. Telephone redemptions are generally limited to $50,000 per account. Requests for amounts above this limit must be submitted in writing and must include an MSG.

 

During periods of heavy market activity or other unusual conditions, you may experience difficulty reaching the Fund or its Transfer Agent. Please allow additional time to place your transaction. The Fund or its Transfer Agent will not be held liable for any loss if you are unable to reach them to confirm a telephone transaction.

 

The Fund and its Transfer Agent use reasonable procedures to verify the authenticity of telephone instructions. These may include requiring an account number, a personal identification number (PIN) if applicable, recording of calls, and/or written confirmations. If these procedures are followed, neither the Fund nor its Transfer Agent will be responsible for any loss, liability, cost, or expense arising from unauthorized of fraudulent telephone instructions.

 

If you own an IRA, you will be asked to make an election regarding federal income tax withholding at the time of a redemption.

 

For your protection, telephone redemptions may be restricted for 30 days following a change of address or banking information. The Fund may also require a signature guarantee or other documentation for certain transactions.

 

The Fund reserves the right to modify, suspend, or terminate the telephone transaction privilege at any time, with or without notice.

 

Wire Fee. A fee of $15 will be charged for each wire transfer of redemption proceeds. This fee will be deducted directly from your account and is subject to change without notice. Your bank or any intermediary institution may also charge a separate fee for receiving the wire. The Fund and its Transfer Agent are not responsible for any delays or additional fees imposed by the receiving bank or any intermediary institution.

 

Through Your Broker or Financial Institution. You may also redeem your shares through a brokerage firm or financial institution that has been authorized to accept orders on behalf of the Fund at the NAV next determined after your order is received by such organization in proper form. NAV is normally determined at 4:00 p.m., Eastern Time. Your brokerage firm or financial institution may require a redemption request to be received at an earlier time during the day in order for your redemption to be effective as of the day the order is received. These organizations may be authorized to designate other intermediaries to act in this capacity. In addition, orders will be deemed to have been received by the Fund when the authorized broker, or broker-authorized designee, receives your redemption order. Such an organization may charge you transaction fees on redemptions of Fund shares and may impose other charges or restrictions or account options that differ from those applicable to shareholders who redeem shares directly through the Transfer Agent.

 

Systematic Withdrawal Plan (“SWP”). Shareholders may redeem shares through an SWP, which provides for regular, periodic redemptions in accordance with the shareholder’s instructions and the Transfer Agent’s procedures. With the shareholder’s authorization, the Transfer Agent will process SWP redemptions in the amount and frequency selected by the shareholder. Shareholders may change or terminate SWP instructions at any time by contacting the Transfer Agent. The Fund and/or the Transfer Agent may modify, suspend, or terminate the SWP at any time.

 

Involuntary Redemptions. To minimize Fund operating expenses, the Fund reserves the right to redeem your shares and close your account if your balance falls below $1,000 for any reason other than a decline in the Fund’s NAV. If your account balance falls below this minimum, the Fund will provide you with 60 days’ written notice to increase your account balance to the required minimum. If the balance is not brought up to the required minimum within this notice period, the Fund may redeem all shares and mail a check to your address of record. Redemptions from retirement plans may be subject to U.S. federal income tax withholding.

 

Medallion Signature Guarantee (MSG) Requirements. To protect shareholders and the Fund from potential fraud, the Fund and/or its Transfer Agent may require a signature guarantee, including an MSG, in certain circumstances. An MSG is a stamped certification from an eligible guarantor institution that verifies the authenticity of a signature and the authority and capacity of the person signing.

 

The Fund and/or the Transfer Agent may require an MSG in situations including, but not limited to, the following:

 

●

The redemption amount exceeds $50,000 (or such other threshold as may be established by the Fund and/or the Transfer Agent);

 

●

Proceeds are requested to be mailed to an address or sent to a bank account that was changed or added within the past 30 calendar days;

 

●

Proceeds are requested to be made payable to a person or entity other than the registered account owner;

 

●

Proceeds are requested to be sent to a financial institution account that is not in the shareholder’s name;

 

●

The account registration or ownership is being changed;

 

●

Instructions are submitted by mail with alternate delivery instructions, special handling, or other non-standard processing; or

 

 

●

Any other circumstance in which the Fund or the Transfer Agent reasonably determines that additional documentation or verification is appropriate.

 

An MSG must be obtained from an eligible guarantor institution that participates in a recognized Medallion Signature Guarantee program (STAMP, SEMP, or MSP). These institutions typically include banks, savings associations, credit unions, and broker-dealers. A notary seal is not an acceptable substitute for an MSG.

 

Shareholders should contact the Transfer Agent in advance if they are unsure whether an MSG will be required. The Fund and/or the Transfer Agent reserves the right, in its discretion, to waive or require an MSG and to reject any signature guarantee that it deems unacceptable.

 

Redemption requests by corporate and fiduciary shareholders must be accompanied by appropriate documentation establishing the authority of the person seeking to act on behalf of the account. Forms of resolutions and other documentation to assist in compliance with the Transfer Agent’s procedures may be obtained by calling the Transfer Agent.

 

Lost Shareholders, Inactive Accounts and Unclaimed Property. Unclaimed property laws may require the Fund or its Transfer Agent to transfer the assets of accounts that are considered abandoned, inactive, or lost (due to returned mail) to the appropriate state authority. An account may be deemed unclaimed if the shareholder has not initiated any contact or transaction within a time period specified by applicable state law.

 

Before any transfer to the state is made, the Fund or its Transfer Agent will send a due diligence notice to the shareholder, if legislatively required.

 

In some cases, this process is referred to as escheatment, and shareholders may be required to reclaim the assets from the applicable state’s unclaimed property office. Some states may also require the liquidation of shares prior to escheatment, and shareholders may only be entitled to receive the cash value at the time of sale.

 

For retirement accounts, such escheatment may be treated as a taxable distribution, and federal and/or state income tax withholding may apply.

 

To help avoid escheatment, shareholders should maintain current contact information and periodically initiate contact with the Fund or its Transfer Agent. Examples of shareholder-initiated contact include written correspondence, telephone inquiries, or initiating a transaction in the account.

 

In accordance with Texas law, residents of the state of Texas may designate a representative to receive legislatively required unclaimed property due diligence notifications. A Texas Designation of Representative Form is available for making such an election.

 

Redemptions in Kind. Although the Fund intends to pay redemption proceeds solely in cash, it reserves the right to determine, in its sole discretion, whether to satisfy redemption requests by making payment in securities or other property (known as a redemption in kind), in a manner that is consistent with guidance from the SEC or its staff. Additionally, if the Fund were to redeem securities in kind, it would attempt to redeem a pro rata portion of all the securities it holds in the portfolio at the time of the redemption and as a result a shareholder may receive illiquid securities that cannot be sold or disposed of within seven days at the securities current value. The Fund reserves the right to redeem securities in kind on a non-pro rata basis but will only do so as permitted by its written policies and procedures, which are reasonably designed to ensure that the Fund, the redeeming shareholder, and remaining shareholders are treated fairly, and no shareholder is disadvantaged by the transaction. For more information about the Fund’s redemption in kind policy, please see the section “Additional Purchase and Redemption Information” in the Fund’s SAI.

 

U.S. Federal and State Income Tax Withholding (IRAs and Other Retirement Accounts). Distributions from IRAs and other retirement accounts may be subject to U.S. federal income tax withholding and, where applicable, state income tax withholding. U.S. federal income tax generally will be withheld from IRA distributions unless you elect otherwise on the applicable request form. If you do not make a withholding election, withholding will be applied in accordance with applicable federal law. State income tax withholding may also apply depending on your state of residence and applicable state law. Any amounts withheld will be applied against your actual tax liability upon the filing of your income tax return.

 

Account Statements and Transaction Confirmations. You will receive periodic account statements summarizing all account activity, including purchases, redemptions, exchanges, and any reinvested dividends or capital gains. Additionally, a transaction confirmation will be sent for each financial transaction that occurs in your account, except for those taking place on a recurring basis, such as through an automatic investment plan or for dividend and capital gain distributions. For recurring transactions, the details will appear on your periodic account statement, serving as confirmation for such activity.

 

It is your responsibility to carefully review all transaction confirmations and account statements for accuracy immediately upon receipt. You must contact the Fund or its Transfer Agent in writing or by telephone promptly within 60 days of the date of the statement or confirmation that first reflects the disputed item. If you fail to provide timely notification within this 60-day period, you will be deemed to have ratified all account activity set forth therein, and the Fund and its agents will not be liable for any losses that may result from your failure to report the issue.

 

 

Uncashed Checks/Automatic Dividend and Capital Gain Reinvestment. If you elect to receive your dividend and capital gain distributions via check, ACH or wire, and the distribution amount is $50 or less, then the amount will be automatically reinvested as additional shares into your account.

 

For non-retirement and non-educational accounts, any dividend and capital gain distributions sent by check which are not cashed within 180 days will be reinvested into your account at the current day’s NAV. When reinvested, those amounts are subject to market risk like any other investment. Your distribution option will automatically be converted to having all dividends and capital gain distributions reinvested into your account as additional shares if any of the following occur:

 

1.

Postal or other delivery service is unable to deliver mail or checks to the address of record thereby designating your account as “lost”;

 

2.

Dividends and capital gain distributions checks are not cashed within 180 days; or

 

3.

Bank account of record is no longer valid.

 

For non-retirement and non-educational accounts, redemption proceeds sent by check which are not cashed within 180 days will be reinvested into your account at the current day’s NAV. When reinvested, redemption proceeds are subject to market risk like any other investment.

 

Other Matters. All redemption requests will be processed and payment with respect thereto will normally be made within 7 days after receipt of the request by the Transfer Agent in proper form. 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 NAV next determined after receipt of the request for redemption will be used in processing the redemption request even if the payment is delayed due to a recent purchase. The Fund may suspend redemptions, if permitted by the 1940 Act, for any period during which the NYSE is closed or during which trading is restricted by the 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. During drastic economic and market changes, telephone redemption privileges may be difficult to implement.

 

Generally, all redemptions will be paid in cash. The Fund typically expects to satisfy redemption requests by using holdings of cash or cash equivalents or selling portfolio assets. On a less regular basis and if the Advisor believes it is in the best interest of the Fund and its shareholders not to sell portfolio assets, the Fund may satisfy redemption requests by using short-term borrowing from the Fund’s custodian. These methods normally will be used during both regular and stressed market conditions. In addition to paying redemption proceeds in cash, the Fund reserves the right to make payment for a redemption in securities rather than cash, which is known as a “redemption in kind.”

 

FREQUENT PURCHASES AND REDEMPTIONS

 

The Fund has been designed as a long-term investment and not as a frequent or short-term trading (“market timing”) option. Market timing can be disruptive to the portfolio management process and may adversely impact the ability to implement investment strategies. In addition to being disruptive, the risks presented by market timing include higher expenses through increased trading and transaction costs; forced and unplanned portfolio turnover; large asset swings that decrease the ability to maximize investment return; and potentially diluting the value of the share price. These risks can have an adverse effect on investment performance.

 

Although the Fund does not accommodate frequent purchases and redemptions, the Board of Trustees has not adopted policies and procedures to detect and prevent market timing in the Fund because the Board of Trustees of the Fund does not believe that market timing is a significant risk to the Fund given the type of securities held in the Fund (i.e., typically domestic securities of large capitalization issuers). The Fund may modify any terms or conditions of purchase of shares or withdraw all or any part of the offering made by this Prospectus. Although the Trustees do not believe that there is a significant risk associated with market timing for the Fund, the Fund cannot guarantee that such trading will not occur.

 

OTHER IMPORTANT INVESTMENT INFORMATION

 

DIVIDENDS, DISTRIBUTIONS, AND TAXES

 

The following information is meant as a general summary of the U.S. federal income tax laws regarding the taxation of shareholders. Additional tax information appears in the SAI. Shareholders should rely on their own tax adviser for advice about the particular U.S. federal, state, and local tax consequences to them of investing in the Fund and to ensure that distributions and sales of Fund shares are treated appropriately on their income tax returns.

 

The Fund has qualified and intends to continue to qualify as a regulated investment company for U.S. federal income tax purposes, and as such, it will not be subject to U.S. federal income tax on its taxable income and capital gains that it distributes to its shareholders. The Fund intends to distribute its income and capital gains in such a way that it will not be subject to a U.S. federal excise tax on certain undistributed amounts.

 

The Fund expects to distribute all or substantially all of its net investment income and net realized capital gain to its shareholders at least annually. Shareholders may elect to receive dividends from net investment income or capital gain 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 on

 

 

distributions, regardless of whether distributions are paid by the Fund in cash or are reinvested in additional Fund shares. Distributions to non-corporate U.S. shareholders attributable to ordinary income and short-term capital gain are generally taxed as ordinary income, although certain income dividends may be taxed to non-corporate U.S. shareholders at long-term capital gain rates, provided certain holding period and other requirements are met. Distributions of long-term capital gains are generally taxed as long-term capital gain, regardless of how long a shareholder has held Fund shares. Distributions may be subject to state and local income taxes, as well as U.S. federal income taxes.

 

As with all mutual funds, the Fund may be required to backup withhold U.S. federal income tax at the rate of 24% on all taxable distributions payable to shareholders who fail to provide the Fund with their correct taxpayer identification numbers and to make required certifications, or who have been notified by the Internal Revenue Service (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 backup withheld may be credited against a shareholder’s U.S. federal income tax liability.

 

Taxable distributions paid by the Fund to corporate U.S. shareholders will be taxed at corporate U.S. federal income tax rates. U.S. corporate shareholders may be entitled to a dividends received deduction (“DRD”) for a portion of the dividends paid and designated by the Fund as qualifying for the DRD, provided certain holding period and other requirements are met.

 

In general, a U.S. shareholder who sells or redeems Fund shares will realize a capital gain or loss, which will be long-term or short-term depending upon the U.S. shareholder’s holding period of the Fund shares. However, any loss recognized on the sale of Fund shares held for six months or less will be treated as long-term capital loss to the extent of capital gain dividends received with respect to such shares. An exchange of shares of the Fund for shares of another fund will be treated as a sale and any gain will be subject to U.S. federal income tax.

 

Cost Basis Reporting. The Fund is required to report cost basis information to the IRS and to shareholders on Form 1099-B upon a redemption of shares. The Fund’s default cost basis calculation method is Average Cost. This method will be applied to your account unless you affirmatively elect a different method, such as First-In, First-Out (FIFO) or Specific Share Identification. You may make this election for future transactions by providing written instructions, contacting Shareholder Services at 1-800-430-3863, or through your online account portal, where available.

 

Please note that, the cost basis method elected for the first redemption of shares cannot be changed after the settlement of the redemption. The cost basis method you select may have significant tax implications. The Fund is not authorized to provide tax advice. We strongly recommend you consult your tax advisor to determine which method is most suitable for your individual circumstances.

 

Possible Tax Law Changes. At the time that this prospectus is being prepared, various administrative and legislative changes to the U.S. federal tax laws are under consideration, but it is not possible at this time to determine whether any of these changes will take place or what the changes might entail.

 

 

FINANCIAL HIGHLIGHTS

 

The financial highlights table is intended to help you understand the Fund’s financial performance for the past 5 years. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information for the fiscal years ended October 31, 2025, October 31, 2024 and October 31, 2023 has been audited by the Fund’s independent registered public accounting firm, Cohen & Company, Ltd. (“Cohen & Co”). The information for the fiscal year ended October 31, 2022 and prior fiscal years has been audited by the Fund’s prior auditor. Cohen & Co’s report, along with the Fund’s financial statements, is included in the annual report to shareholders, which may be obtained at no charge by calling the Fund.

 

The Chesapeake Growth Fund

Financial Highlights

 

Per share data for a share outstanding throughout each year:

 

		For the Years Ended October 31,
		2025				2024				2023				2022				2021
Net asset value at beginning of year		$	51.85			$	42.64			$	40.48			$	58.08			$	43.38
Income (loss) from investment operations:
Net investment loss			(0.38	)			(0.04	)			(0.11	)			(0.28	)			(0.61	)
Net realized and unrealized gains (losses) on investments			9.69				9.25				2.27				(14.39	)			15.31
Total from investment operations			9.31				9.21				2.16				(14.67	)			14.70
Less distributions from:
Net realized capital gains			(0.79	)			-				-				(2.93	)			-
Net asset value at end of year		$	60.37			$	51.85			$	42.64			$	40.48			$	58.08
Total return(a)			18.14	%			21.60	%			5.34	%			(26.39	%)			33.89	%
Net assets at end of year (000’s)		$	47,550			$	42,547			$	36,479			$	35,480			$	50,690
Ratio of total expenses to average net assets			1.70	%			1.74	%			1.86	%			1.75	%			1.66	%
Ratio of net investment loss to average net assets			(0.68	%)			(0.06	%)			(0.26	%)			(0.59	%)			(1.10	%)
Portfolio turnover rate			55	%			45	%			80	%			55	%			42	%

 

(a)

Total return is a measure of the change in value of an investment in the Fund over the periods covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. Returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

 

PRIVACY NOTICE

 

FACTS	WHAT DOES THE CHESAPEAKE INVESTMENT TRUST DO WITH YOUR PERSONAL INFORMATION?
Why?	Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

 

What?	The types of personal information we collect and share depend on the product or service you have with us. This information can include:
	■	Social Security number
	■	Assets
	■	Retirement Assets
	■	Transaction History
	■	Checking Account Information
	■	Purchase History
	■	Account Balances
	■	Account Transactions
	■	Wire Transfer Instructions
	When you are no longer our customer, we continue to share your information as described in this notice.

 

How?

All financial companies need to share your personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons The Chesapeake Investment Trust chooses to share; and whether you can limit this sharing.

 

Reasons we can share your personal information		Does the Chesapeake Investment Trust share?		Can you limit this sharing?
For our everyday business purposes – Such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus		Yes		No
For our marketing purposes – to offer our products and services to you		No		We don’t share
For joint marketing with other financial companies		No		We don’t share
For our affiliates’ everyday business purposes – information about your transactions and experiences		No		We don’t share
For our affiliates’ everyday business purposes – information about your creditworthiness		No		We don’t share
For nonaffiliates to market to you		No		We don’t share

 

Questions?

Call 1-800-430-3863

 

 

Who we are
Who is providing this notice?		The Chesapeake Investment Trust
		Ultimus Fund Distributors, LLC (Distributor)
		Ultimus Fund Solutions, LLC (Administrator)
What we do
How does The Chesapeake Investment Trust protect my personal information?		To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.   Our service providers are held accountable for adhering to strict policies and procedures to prevent any misuse of your nonpublic personal information.
How does The Chesapeake Investment Trust collect my personal information?		We collect your personal information, for example, when you
		■	Open an account
		■	Provide account information
		■	Give us your contact information
		■	Make deposits or withdrawals from your account
		■	Make a wire transfer
		■	Tell us where to send the money
		■	Tell us who receives the money
		■	Show your government-issued ID
		■	Show your driver’s license
		We also collect your personal information from other companies.
Why can’t I limit all sharing?		Federal law gives you the right to limit only
		■	Sharing for affiliates’ everyday business purposes – information about your creditworthiness
		■	Affiliates from using your information to market to you
		■	Sharing for nonaffiliates to market to you
		State laws and individual companies may give you additional rights to limit sharing.
Definitions
Affiliates		Companies related by common ownership or control. They can be financial and nonfinancial companies.
		■	Gardner Lewis Asset Management, L.P., the investment advisor to The Chesapeake Investment Trust, could be deemed to be an affiliate.
Nonaffiliates		Companies not related by common ownership or control. They can be financial and nonfinancial companies.
		■	The Chesapeake Investment Trust does not share with nonaffiliates so they can market to you.
Joint marketing		A formal agreement between nonaffiliated financial companies that together market financial products or services to you.
		■	The Chesapeake Investment Trust does not jointly market.

 

 

ADDITIONAL INFORMATION

 

THE CHESAPEAKE GROWTH FUND

 

A No Load Fund

 

The Statement of Additional Information (“SAI”) provides more detailed information about the Fund and is incorporated by reference into, and is legally a part of, this Prospectus. A description of the Fund’s policies and procedures with respect to the disclosure of its portfolio securities is available in the SAI.

 

Additional information about the Fund’s investments is available in the Fund’s annual and semiannual reports to shareholders and in Form N-CSR. In the Fund’s annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year. In Form N-CSR, you will find the Fund’s annual and semiannual financial statements.

 

To obtain a free copy of the SAI, the annual and semiannual reports or other information about the Fund, such as financial statements, or to make inquiries about the Fund, please call toll-free:

 

1-800-430-3863

 

This Prospectus, the SAI, the most recent annual and semiannual reports and other information, such as financial statements, are also available without charge on the Fund’s website at www.chesapeakefunds.com or upon written request to:

 

The Chesapeake Growth Fund

c/o Ultimus Fund Solutions, LLC

Regular/Express Mail

P.O. Box 46707

Cincinnati, OH 45246

 

-or-

 

The Chesapeake Growth Fund

c/o Ultimus Fund Solutions, LLC

Overnight Mail

225 Pictoria Drive, Suite 450

Cincinnati, OH 45246

 

Only one copy of a Prospectus or an annual or semiannual report will be sent to each household address. This process, known as “Householding,” is used for most required shareholder mailings. (It does not apply to confirmations of transactions and account statements, however.) You may, of course, request an additional copy of a Prospectus or an annual or semiannual report at any time by calling or writing the Fund. You may also request that Householding be eliminated from all your required mailings.

 

Reports and other information about the Fund are available on the EDGAR Database on the SEC’s website at http://www.sec.gov. Copies of information on the SEC’s website may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: [email protected].

 

Investment Company Act file number 811-07324

 

 

NASDAQ Symbol: CHCGX

 

STATEMENT OF ADDITIONAL INFORMATION

 

THE CHESAPEAKE GROWTH FUND

 

February 27, 2026

 

A series of

THE CHESAPEAKE INVESTMENT TRUST

 

OTHER INVESTMENT POLICIES		1
INVESTMENT LIMITATIONS		5
PORTFOLIO TRANSACTIONS		5
NET ASSET VALUE		7
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION		7
DESCRIPTION OF THE TRUST		10
ADDITIONAL INFORMATION CONCERNING TAXES		11
MANAGEMENT OF THE FUND		18
SPECIAL SHAREHOLDER SERVICES		27
DISCLOSURE OF PORTFOLIO HOLDINGS		28
FINANCIAL STATEMENTS		29
APPENDIX A – PROXY VOTING POLICIES		30
APPENDIX B – NOMINATING COMMITTEE CHARTER		39

 

This Statement of Additional Information (“SAI”) is meant to be read in conjunction with the Prospectus for The Chesapeake Growth Fund (the “Fund”), dated the same date as this SAI, 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. Information from the Annual Report to shareholders for the fiscal year ended October 31, 2025 is incorporated by reference into this SAI. Copies of the Fund’s Prospectus and Annual Report may be obtained at no charge by writing the Fund at P.O. Box 46707, Cincinnati, OH 45246 (regular/express mail) or 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246 (overnight mail) or by calling the Fund at 1-800-430-3863. Capitalized terms used but not defined herein have the same meanings as in the Prospectus.

 

 

OTHER INVESTMENT POLICIES

 

The following policies supplement the Fund’s investment objective and policies as set forth in the Prospectus for the Fund. The Fund was organized on September 29, 1997 as a separate diversified series of The Gardner Lewis Investment Trust (the “Predecessor Trust”) which was the predecessor to The Chesapeake Investment Trust (the “Trust”). The Predecessor Trust was an open-end management investment company registered with the Securities and Exchange Commission (the “SEC”) and was organized on October 2, 1992 as a business trust under the laws of the Commonwealth of Massachusetts. On June 29, 2016, the Fund was reorganized from the Predecessor Trust into the Trust. The Trust is an open-end investment company registered with the SEC and was organized on March 9, 2016 as a Delaware statutory trust under the laws of the State of Delaware. Attached to this SAI is: Appendix A, which contains the proxy voting policies of the Trust and of Gardner Lewis Asset Management L.P. (the “Advisor”), the investment advisor to 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 the repurchase agreement is in effect. Delivery pursuant to the resale will normally occur within one to seven days of the purchase.

 

Repurchase agreements are considered “loans” under the Investment Company Act of 1940, as amended (the “1940 Act”), collateralized by the underlying security. The Trust has implemented procedures to monitor, on a continuous basis, the value of the collateral serving as security for repurchase obligations. The Advisor 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 risk is that 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 any repurchase agreement that will cause more than 10% of its net assets to be invested in repurchase agreements that extend beyond seven days.

 

Money Market Instruments. The Fund may acquire money market instruments. Money market instruments may include U.S. government securities or corporate debt securities (including those subject to repurchase agreements), 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 that “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 2 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 top two rating categories by Moody’s Investors Service, Inc. (“Moody’s”), Standard & Poor’s Ratings Services (“S&P”), or Fitch Ratings, Inc. (“Fitch”) 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 will be 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.

 

Funding Agreements. Within the limitations on investments in illiquid securities, the Fund may invest in various types of funding agreements. A funding agreement is, in substance, an obligation of indebtedness negotiated privately between an investor and an insurance company. Funding agreements often have maturity-shortening features, such as an unconditional put, that permit the investor to require the insurance company to return the principal amount of the funding agreement, together with accrued interest, within one year or less. Most funding agreements are not transferable by the investor and, therefore, are illiquid, except to the extent the funding agreement is subject to a demand feature of seven days or less. An insurance company may be subject to special protection under state insurance laws, which protections may impair the ability of the investor to require prompt performance by the insurance company of its payment obligations under the funding agreement.

 

 

Illiquid Investments. In accordance with Rule 22e-4 under the 1940 Act (the “Liquidity Rule”), the Fund may invest up to 15% of its net assets in illiquid investments, which are investments that that the Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investments. Under the supervision of the Trust’s Board of Trustees (each a “Trustee” and collectively the “Trustees”), the Trust maintains a liquidity risk management program that is designed to determine the liquidity of the Fund’s investments and, through that program, allow, the Trustees to monitor investments in illiquid investments. The Board has also approved the appointment of a liquidity program administrator (the “LPA”). The LPA is responsible for oversight of the Fund’s liquidity risk management efforts, including classifying the liquidity of each Fund investment, ensuring the Fund holds no more than 15% of net asset value in illiquid investments, ensuring that the Fund holds enough liquid assets to meet reasonably foreseeable redemption requests, and reporting to the Board regarding the effectiveness and operation of the liquidity risk management program.

 

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. The Fund monitors the portion of its total assets that are invested in illiquid investments on an ongoing basis in order to ensure that the value of illiquid securities held by the Fund does not exceed 15% of the Fund’s net assets. If through a change in values, net assets or other circumstances, the Fund were in a position where more than 15% of its net assets were invested in illiquid securities, it would seek to take appropriate steps to protect liquidity.

 

The Fund must classify each portfolio investment at least monthly into one of four liquidity categories (highly liquid, moderately liquid, less liquid and illiquid), which are defined pursuant to the Liquidity Rule. Such classification is to be made using information obtained after reasonable inquiry and taking into account relevant market, trading and investment-specific considerations. Moreover, in making such classification determinations, the Funds determine whether trading varying portions of a position in a particular portfolio investment or asset class, in sizes that the Fund would reasonably anticipate trading, is reasonably expected to significantly affect its liquidity, and if so, the Fund takes this determination into account when classifying the liquidity of that investment. Investments classified according to this process as “illiquid investments” are those subject to the 15% limit on illiquid investments.

 

Investment in illiquid securities poses risks of potential delays on resale and uncertainty in valuation. Illiquid securities typically are restricted securities, meaning they are subject to contractual or legal restrictions on resale because they have not been registered under the Securities Act of 1933, as amended (the “1933 Act”). Limitations on resale may have an adverse effect on the marketability of portfolio securities and the Fund may be unable to dispose of restricted or other illiquid securities promptly or at reasonable prices. The Fund might also have to register restricted securities in order to dispose of them, resulting in additional expenses and delay. Adverse market conditions could impede such a public offering of securities.

 

Foreign Securities. The Fund may invest up to 10% of its total assets in foreign securities. The term “foreign security” shall mean a security issued by a foreign private issuer where the primary exchange listing of such security is outside of the United States, or a security issued by a foreign government. The term “foreign security” shall not include American Depositary Receipts (“ADRs”) or a security for which the primary issuer is in the United States. The same factors would be considered in selecting foreign securities as with domestic securities. Foreign securities investment presents special considerations not typically associated with investment in domestic securities. Foreign taxes may reduce income. Currency exchange rates and regulations may cause fluctuations in the value of foreign securities. Foreign securities are subject to different regulatory environments than in the U.S. and, compared to the U.S., there may be a lack of uniform accounting, auditing, and financial reporting standards, less volume and liquidity and more volatility, less public information, and less regulation of foreign issuers. Countries have been known to expropriate or nationalize assets, and foreign investments may be subject to political, financial, or social instability or adverse diplomatic developments. There may be difficulties in obtaining service of process on foreign issuers and difficulties in enforcing judgments with respect to claims under the U.S. securities laws against such issuers. Favorable or unfavorable differences between U.S. and foreign economies could affect foreign securities values. The U.S. government has, in the past, discouraged certain foreign investments by U.S. investors through taxation or other restrictions and it is possible that such restrictions could be imposed again.

 

Because of the inherent risk of foreign securities over domestic issues, the Fund will generally limit foreign investments to those traded domestically as sponsored ADRs. ADRs are receipts issued by a U.S. bank or trust company evidencing ownership of securities of a foreign issuer. ADRs may be listed on a national securities exchange or may trade in the over-the-counter market. The prices of ADRs are denominated in U.S. dollars while the underlying security may be denominated in a foreign currency.

 

 

Investment Companies. Federal securities laws limit the extent to which a Fund can invest in other investment companies. Consequently, the Fund will not acquire securities of any one investment company if, immediately thereafter, the Fund would own more than 3% of such company’s total outstanding voting securities, securities issued by such company would have an aggregate value in excess of 5% of the Fund’s total assets, or securities issued by such company and securities held by the Fund issued by other investment companies would have an aggregate value in excess of 10% of the Fund’s total assets, except as otherwise permitted by SEC rules. For example, Rule 12d1-4 permits a Fund to invest in other investment companies beyond these statutory limits, subject to certain conditions. Among other conditions, the Rule prohibits a fund from acquiring control of another investment company (other than an investment company in the same group of investment companies), including by acquiring more than 25% of its voting securities. In addition, the Rule imposes certain voting requirements when a fund’s ownership of another investment company exceeds particular thresholds. If shares of a fund are acquired by another investment company, the “acquired” fund may not purchase or otherwise acquire the securities of an investment company or private fund if immediately after such purchase or acquisition, the securities of investment companies and private funds owned by that acquired fund have an aggregate value in excess of 10% of the value of the total assets of the fund, subject to certain exceptions. To the extent the Fund invests in other investment companies, the shareholders of the Fund would indirectly pay a portion of the operating costs of the underlying investment companies. These costs include management, brokerage, shareholder servicing and other operational expenses. Shareholders of the Fund would then indirectly pay higher operational costs than if they owned shares of the underlying investment companies directly.

 

Real Estate Securities. The Fund will not invest in real estate or real estate mortgage loans (including limited partnership interests), but may invest in readily marketable securities secured by real estate or interests therein or issued by companies that invest in real estate or interests therein. The Fund may also invest in readily marketable interests in real estate investment trusts (“REITs”). REITs are generally publicly traded on the national stock exchanges and in the over-the-counter market and have varying degrees of liquidity. Although the Fund is not limited in the amount of these types of real estate securities it may acquire, it is not presently expected that within the next 12 months the Fund will have in excess of 5% of its total assets in real estate securities. Investments in real estate securities are subject to risks inherent in the real estate market, including risks related to changes in interest rates.

 

Forward Commitments and When-Issued Securities. The Fund may purchase when-issued securities and commit to purchase securities for a fixed price at a future date beyond customary settlement time. Purchasing securities on a when-issued or forward commitment basis involves a risk of loss if the value of the security to be purchased declines prior to the settlement date, which risk is in addition to the risk of decline in value of the Fund’s other assets. In addition, no income accrues to the purchaser of when-issued securities during the period prior to issuance. Although the Fund would generally purchase securities on a when-issued or forward commitment basis with the intention of acquiring securities for its portfolio, the Fund may dispose of a when-issued security or forward commitment prior to settlement if the Advisor deems it appropriate to do so. The Fund may realize short-term gains or losses upon such sales.

 

Lending of Portfolio Securities. In order to generate additional income, the Fund may lend portfolio securities in an amount up to 25% of its total assets to broker-dealers, major banks, or other recognized domestic institutional borrowers of securities, which the Advisor has determined are creditworthy under guidelines established by the Trustees. In determining whether the Fund will lend securities, the Advisor will consider all relevant facts and circumstances. The Fund may not lend securities to any company affiliated with the Advisor. Each loan of securities will be collateralized by cash, securities or letters of credit. The Fund might experience a loss if the borrower defaults on the loan.

 

The borrower at all times during the loan must maintain with the Fund cash or cash equivalent collateral, or provide to the Fund an irrevocable letter of credit equal in value to at least 100% of the value of the securities loaned. While the loan is outstanding, the borrower will pay the Fund any dividends or interest paid on the loaned securities, and the Fund may invest the cash collateral to earn additional income. Alternatively, the Fund may receive an agreed-upon amount of interest income from the borrower who has delivered equivalent collateral or a letter of credit. It is anticipated that the Fund may share with the borrower some of the income received on the collateral for the loan or the Fund will be paid a premium for the loan. Loans are subject to termination at the option of the Fund or the borrower at any time. The Fund may pay reasonable administrative and custodial fees in connection with a loan, and may pay a negotiated portion of the income earned on the cash to the borrower or placing broker. As with other extensions of credit, there are risks of delay in recovery or even loss of rights in the collateral should the borrower fail financially.

 

The Fund did not have any income from securities lending activity during the fiscal year ended October 31, 2025.

 

 

Borrowing. The Fund may borrow money from banks as a temporary measure for extraordinary or emergency purposes in amounts not exceeding 5% of its total assets or (ii) to meet redemption requests in amounts not exceeding 15% of its total assets. The Fund will not make any investments if borrowing exceeds 5% of its total assets until such time as total borrowing represents less than 5% of Fund assets. Currently, subject to modification to conform to the 1940 Act as interpreted or modified from time to time, the Fund is permitted, consistent with the 1940 Act, to borrow, and pledge its shares to secure such borrowing, provided, that immediately thereafter there is asset coverage of at least 300% for all borrowings by the Fund from a bank. If borrowings exceed this 300% asset coverage requirement by reason of a decline in net assets of the Fund, the Fund will reduce its borrowings within three days (not including Sundays and holidays) to the extent necessary to comply with the 300% asset coverage requirement. In the event that the Fund should ever borrow money under these conditions, such borrowing could increase the Fund’s costs and thus reduce the value of the Fund’s assets.

 

Cybersecurity Risk. The Fund and its service providers may be prone to operational and information security risks resulting from cyber-attacks. Cyber-attacks include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential information or various other forms of cybersecurity breaches. Cyber-attacks affecting the Fund, the Advisor, Custodian, Administrator, Transfer Agent, Distributor, intermediaries and other third-party service providers may adversely impact the Fund. For instance, cyber-attacks may interfere with the processing of shareholder transactions, impact the ability to calculate the Fund’s share price, cause the release of private shareholder information or confidential business information, impede trading, subject the Fund to regulatory fines, financial losses, additional compliance costs associated with corrective measures and/or cause reputational damage. Similar types of cybersecurity risks are also present for issuers of securities in which the Fund may invest, which could result in material adverse consequences for such issuers and may cause the Fund’s investment in such companies to lose value. There is no guarantee that efforts designed to reduce the risks associated with cybersecurity will succeed, especially since there are inherent limitations in the efforts, including that certain risks have not been identified. Moreover, the Fund does not directly control the cybersecurity systems of issuers or third-party service providers and there is no guarantee that their efforts will be successful.

 

Recent Market Events. The Fund could lose money over short periods due to short-term market movements and over longer periods during more prolonged market downturns. The value of a security or other instrument may decline due to changes in general market conditions, economic trends or events that are not specifically related to the issuer of the security or other instrument, or factors that affect a particular issuer or issuers, country, group of countries, region, market, industry, group of industries, sector or asset class. During a general market downturn, multiple asset classes may be negatively affected. Changes in market conditions and interest rates generally do not have the same impact on all types of securities and instruments.

 

The Fund is subject to the risk that geopolitical events will disrupt securities markets and adversely affect global economies and markets. War, military conflicts, terrorism, and related geopolitical events (and their aftermath) have led, and in the future may lead, to increased short-term market volatility and may have adverse long-term effects on U.S. and world economies and markets generally. Likewise, natural and environmental disasters, such as, for example, earthquakes, fires, floods, hurricanes, tsunamis and weather-related phenomena generally, as well as the spread of infectious illness or other public health issues, including wide-spread epidemics or pandemics, and systemic market dislocations can be highly disruptive to economies and markets. For example, the COVID-19 pandemic has resulted, and may continue to result, in significant market volatility, exchange trading suspensions and closures, declines in global financial markets, higher default rates, and a substantial economic downturn in economies throughout the world. In addition, military action by Russia in Ukraine could adversely affect global energy and financial markets and therefore could affect the value of the Fund’s investments. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict and could be substantial. In March 2023, a number of U.S. domestic banks and foreign banks experienced financial difficulties and, in some cases, failures. There can be no certainty that the actions taken by banking regulators to limit the effect of those difficulties and failures on other banks or other financial institutions or on the U.S. or foreign economies generally will be successful. It is possible that more banks or other financial institutions will experience financial difficulties or fail, which may affect adversely other U.S. or foreign financial institutions and economies. Those events as well as other changes in non-U.S. and domestic economic and political conditions also could adversely affect individual issuers or related groups of issuers, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of the Fund’s investments. Any of these occurrences could disrupt the operations of the Fund and the Fund’s service providers.

 

 

INVESTMENT LIMITATIONS

 

The Fund has adopted the following fundamental 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. Unless otherwise indicated, percentage limitations apply at the time of purchase.

 

As a matter of fundamental policy, the Fund:

 

1.

May not issue any senior security to others, except as permitted under the 1940 Act, and as interpreted or modified by regulatory authority having jurisdiction, from time to time.

 

2.

May not borrow money except as permitted under the 1940 Act, and as interpreted or modified by regulatory authority having jurisdiction, from time to time.

 

3.

Shall be a “diversified company” as that term is defined in the 1940 Act, as interpreted or modified by regulatory authorities from time to time.

 

4.

May not invest 25% or more of the value of its net 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 restrictions).

 

5.

May not invest in commodities only as permitted by the 1940 Act or other governing statute, by the Rules thereunder, or by the SEC or other regulatory agency with authority over the Fund.

 

6.

May not purchase or sell real estate except as permitted under the 1940 Act, and as interpreted by regulatory authority having jurisdiction, from time to time.

 

7.

May not underwrite the securities of other issuers. This restriction does not prevent the Fund from engaging in transactions involving the acquisition, disposition or resale of its portfolio securities, regardless of whether the Fund may be considered to be an underwriter under the 1933 Act.

 

8.

May not make loans to others, except as permitted under the 1940 Act, and as interpreted or modified by regulatory authority having jurisdiction, from time to time.

 

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 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 objectives. High rates of portfolio turnover could lower performance of the Fund due to increased transaction costs and may also result in the realization of short-term capital gains taxed at ordinary income tax rates. During the last two fiscal years, the portfolio turnover rates for the Fund were:

 

Fund		Fiscal Year Ended October 31, 2025		Fiscal Year Ended October 31, 2024
Chesapeake Growth Fund		55%		45%

 

 

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 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 in the Fund’s interest.

 

The Fund has adopted, and the Trustees have approved, policies and procedures relating to the direction of mutual fund portfolio securities transactions to broker-dealers. In accordance with these policies and procedures 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 Advisor may not give consideration to sales of shares of the Fund as a factor in selecting broker-dealers to execute portfolio securities transactions. The Advisor may, however, place portfolio transactions with broker-dealers that promote or sell the Fund’s shares so long as such transactions are done in accordance with the policies and procedures established by the Trustees that are designed to ensure that the selection is based on the quality of the broker-dealer’s execution and not on its sales efforts. 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. During the most recent fiscal year ended October 31, 2025, the amounts of brokerage transactions and related commissions directed to brokers because of research services provided were $46,526,068 and $11,485, respectively.

 

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. These oral arrangements are voluntary upon the part of the brokers and the Fund and do not require a minimum volume of transactions to participate. Both the broker and the Fund may cancel the program at any time. The Trustees have reviewed these programs to insure compliance with the Fund’s policies and procedures. In addition, Trustees review the Fund’s brokerage commissions quarterly to insure they are reasonable. There can be no assurance that these arrangements will continue in the future. During the most recent fiscal year ended October 31, 2025, the Fund did not participate in any such brokerage/service arrangements.

 

 

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, although the Advisor has not utilized such a broker since the Fund’s inception. 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 extent permitted by the 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 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.

 

During the three most recent fiscal years ended October 31, 2025, the Fund paid brokerage commissions of $11,485, $14,405 and $19,255 respectively, none of which was paid to Ultimus Fund Distributors, LLC (the “Distributor”), the Fund’s principal underwriter.

 

NET ASSET VALUE

 

The net asset value (“NAV”) 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 allocated by the Trust to the 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 Trustees. Subject to the provisions of the Trust’s Amended and Restated Declaration of Trust, determinations by the Trustees as to the direct and allocable liabilities, and the allocable portion of any general assets with respect to the Fund, are conclusive. The pricing and valuation of portfolio securities is determined in good faith in accordance with procedures established by, and under the direction of, the Trustees.

 

The NAV per share of the Fund is determined as of the close of the New York Stock Exchange (“NYSE”), normally 4:00 p.m., Eastern time, Monday through Friday, except on days when the NYSE closes earlier. The Fund’s NAV is not calculated on business holidays or other days when the NYSE is closed. The NYSE generally recognizes the following holidays: New Year’s Day, Martin Luther King, Jr. Day, President’s Day, Good Friday, Memorial Day, Juneteenth National Independence Day, Fourth of July, Labor Day, Thanksgiving Day, and Christmas Day. Any other holiday recognized by the NYSE will be considered a business holiday on which the Fund’s NAV will not be determined. If the Fund has portfolio securities that are primarily listed on foreign exchanges that trade on weekends or other days when the Fund does not price it shares, the net asset value of the Fund’s shares may change on days when shareholders will not be able to purchase or redeem the Fund’s shares.

 

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

 

Purchases. Shares of the Fund are offered for sale on a continuous basis. Shares of the Fund are sold and redeemed at their NAV as next determined after receipt of the purchase, redemption or exchange order in proper form.

 

 

Redemptions. Under the 1940 Act, the Fund may suspend the right of redemption or postpone the date of payment for shares during any period when: (a) trading on the NYSE is restricted by applicable rules and regulations of the SEC; (b) the NYSE is closed for other than customary weekend and holiday closings; (c) the SEC has by order permitted such suspensions; (d) an emergency exists as a result of which: (i) disposal by the Fund of securities owned by it is not reasonably practicable, or (ii) it is not reasonably practicable for the Fund to determine the fair market value of its net assets; or (e) for such other periods as determined by order of the SEC. The Fund may also suspend or postpone the recordation of the transfer of shares upon the occurrence of any of the foregoing conditions.

 

In addition to the situations described in the Prospectus under “Investing in the Fund – Redeeming 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, 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, or to close a shareholder’s account if the Fund is unable to verify the shareholder’s identity.

 

Distribution Plan. The shareholders of the Fund and the Trustees have approved a Plan of Distribution (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act (see the “Management of the Fund – Distributor and Distribution of Shares” section in the Fund’s Prospectus). Under the Plan, the Fund may expend a percentage of the Fund’s average net assets annually to finance any activity which is primarily intended to result in the sale of shares of the Fund and the servicing of shareholder accounts, provided the Trustees have approved the category of expenses for which payment is being made. The current fees paid under the Plan are 0.25% of the average net assets of the Fund’s shares. Such expenditures paid as service fees to any person who sells shares of the Fund may not exceed 0.25% of the average annual net asset value of such shares. Potential benefits of the Plan to the Fund include improved shareholder servicing, savings to the Fund in transfer agency costs, benefits to the investment process from growth and stability of assets and maintenance of a financially healthy management organization.

 

All of the distribution expenses incurred by the Distributor and others, such as broker-dealers, in excess of the amount paid by the Fund will be borne by such persons without any reimbursement from the Fund. Subject to seeking best execution, the Fund may, from time to time, buy or sell portfolio securities from or to firms that receive payments under the Plan. From time to time the Distributor may pay additional amounts from its own resources to dealers for aid in distribution or for aid in providing administrative services to shareholders.

 

The Plan and the Distribution Agreement with the Distributor have been approved by the Trustees, including a majority of the Trustees who are not “interested persons” (as defined in the 1940 Act) of the Trust and who have no direct or indirect financial interest in the Plan or any related agreements, by vote cast in person or at a meeting duly called for the purpose of voting on the Plan and such Agreement. Continuation of the Plan and the Distribution Agreement must be approved annually by the Trustees in the same manner as specified above. The Advisor has an indirect financial interest in the Plan because the Advisor may recoup higher management fees if assets in the Fund grow as a result of the Plan achieving the benefits it is intending to achieve.

 

Each year, the Trustees must determine whether continuation of the Plan is in the best interest of shareholders of the Fund and that there is a reasonable likelihood of the Plan providing a benefit to the Fund. The Trustees have made such a determination for the current year of operations under the Plan. The Plan, the Distribution Agreement and any dealer agreement with a broker/dealer may be terminated at any time without penalty by a majority of those Trustees who are not “interested persons” or, with respect to the Fund’s shares, by a majority vote of the Fund’s outstanding voting shares. Any amendment materially increasing the maximum percentage payable under the Plan must likewise be approved by a majority vote of the Fund’s outstanding voting shares, as well as by a majority vote of those Trustees who are not “interested persons.” Also, any other material amendment to the Plan must be approved by a majority vote of the Trustees including a majority of the non-interested Trustees of the Trust having no interest in the Plan. In addition, in order for the Plan to remain effective, the selection and nomination of Trustees who are not “interested persons” of the Trust must be effected by the Trustees who themselves are not “interested persons” and who have no direct or indirect financial interest in the Plan. Persons authorized to make payments under the Plan must provide written reports at least quarterly to the Trustees for their review.

 

During the fiscal year ended October 31, 2025, the Fund incurred distribution expenses of $34,124, of which $6,000 were fees paid to the Distributor and $28,124 was compensation paid to broker-dealers for the sale or retention of Fund shares.

 

 

Redemptions in Kind. Although the Fund generally intends to pay redemption proceeds solely in cash, the Funds reserve the right to determine, in their sole discretion, whether to satisfy redemption requests by making payment in securities or other property (known as a redemption in kind). For instance, a Fund may make a redemption in kind if a cash redemption would disrupt its operations or performance. Securities that will be delivered as payment in redemptions in kind will be valued using the same methodologies that the Fund typically utilizes in valuing such securities. Shareholders receiving such securities are likely to incur transaction and brokerage costs on their subsequent sales of such securities, and the securities may increase or decrease in value until the shareholder sells them. The Fund has made an election under Rule 18f-1 under the 1940 Act (a “Rule 18f-1 Election”), and therefore, the Fund is obligated to redeem for cash all shares presented to the Fund for redemption by any one shareholder in an amount up to the lesser of $250,000 or 1% of that Fund’s net assets in any 90-day period. The Rule 18f-1 Election is irrevocable while Rule 18f-1 under the 1940 Act is in effect unless the SEC by order permits withdrawal of such Rule 18f-1 Election.

 

Under the Fund’s liquidity risk management program (the “Program”), it may distribute non-cash assets in circumstances where the administrator for the Program has determined, in its sole discretion, that it is advisable and in the best interest of the Fund, the redeeming shareholder, and the remaining shareholders to do so. Such circumstances may include, for example, a case where the redemption might be expected to have an unfavorable tax effect on the Fund, periods of deteriorating market conditions or market stress, or when a redemption that could adversely affect Fund operations. In making its determination, the Program administrator may consider, among other things, many factors including the type of shareholder and the type account that holds the shares, the valuation of portfolio securities, any tax consequences to the Fund and the redeeming shareholder, and other operational factors. The Program administrator may consider fixing the smallest redemption amount that might be subject to distribution in kind, subject to compliance with Rule 18f-1.

 

In any case where the Fund determines to distribute redemption proceeds on an in-kind basis (other than in a case where that determination will apply to a class of shareholders or to all shareholders), the Fund will promptly notify the redeeming shareholder. In a case where the Fund determines to distribute redemption proceeds on an in-kind basis to a class of shareholders or to all shareholders, the Fund will provide public notice of such determination. Notwithstanding anything in the Program, each Fund reserves the right to meet any redemption requests in cash or in kind, and nothing in the Program creates any right or expectation as to how redemption proceeds will be distributed to a shareholder.

 

The Trustees, including a majority of the Independent Trustees, shall review no less frequently than quarterly all such redemption-in-kind transactions occurring in the previous quarter to determine whether each transaction was fair and complied with the Fund’s written policies and procedures, which are reasonably designed so that no shareholder is disadvantaged, and the redemption was in the best interest of the Fund.

 

 

DESCRIPTION OF THE TRUST

 

The Chesapeake Investment Trust (the “Trust”) is an open-end management investment company that was organized as a Delaware statutory trust on March 9, 2016. Under the Trust’s Declaration of Trust, the Trustees are authorized 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 Declaration of Trust currently provides for the shares of one series, as follows: The Chesapeake Growth Fund (the “Fund”). Under the Trust’s Declaration of Trust, the Fund is managed by Gardner Lewis Asset Management, L.P. (the “Advisor”). The Fund currently offers one class of shares. The Fund is a diversified fund and is the successor to a series of the Gardner Lewis Investment Trust (the “Predecessor Fund”). The Gardner Lewis Investment Trust was organized on October 2, 1992 as a Massachusetts business trust and was an investment company registered under the 1940 Act. The Advisor managed the Predecessor Fund. At a shareholder meeting held May 25, 2016, the shareholders of the Predecessor Fund approved the reorganization of the Predecessor Fund with and into the Trust (the “Reorganization”). The Reorganization became effective on June 29, 2016 and, as a result, the assets and liabilities of the Predecessor Fund were transferred to the Trust in exchange for shares of the Fund and the Fund changed its name from the Chesapeake Core Growth Fund to the Chesapeake Growth Fund.

 

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. The Trust normally does not issue share certificates.

 

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 Trustees determine 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. The rights of shareholders may not be modified by less than a majority vote. 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 (i) 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 (ii) 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 Trust’s Declaration of Trust provides that the Trustees 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 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 discussion is a summary of certain U.S. federal income tax considerations affecting the Fund and its shareholders. The discussion reflects applicable U.S. federal income tax laws as of the date of this SAI, which tax laws may be changed or subject to new interpretations by the courts or the Internal Revenue Service (the “IRS”), possibly with retroactive effect. No attempt is made to present a detailed explanation of all U.S. income, estate or gift tax, or foreign, state, or local tax concerns affecting the Fund and its shareholders (including shareholders owning large positions in the Fund). The discussion set forth herein does not constitute tax advice. Investors are urged to consult their own tax advisors to determine the tax consequences to them of investing in the Fund.

 

In addition, no attempt is made to address tax concerns applicable to an investor with a special tax status such as a financial institution, real estate investment trust (“REIT”), insurance company, regulated investment company (“RIC”), individual retirement account, other tax-exempt entity, or dealer in securities. Furthermore, this discussion does not reflect possible application of the alternative minimum tax (“AMT”). Unless otherwise noted, this discussion assumes shares of the Fund (“Shares”) are held by U.S. shareholders (defined below) and that such Shares are held as capital assets.

 

A “U.S. shareholder” is a beneficial owner of Shares that is for U.S. federal income tax purposes:

 

●

a citizen or individual resident of the United States (including certain former citizens and former long-term residents);

 

	●	a corporation or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any state thereof or the District of Columbia;
	●	an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

●

a trust with respect to which a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions or a trust that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

 

A “Non-U.S. shareholder” is a beneficial owner of Shares that is an individual, corporation, trust or estate and is not a U.S. shareholder. If a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) holds Shares, the tax treatment of a partner in the partnership generally depends upon the status of the partner and the activities of the partnership. A partner of a partnership that will hold Shares should consult its own tax adviser with respect to the purchase, ownership and disposition of Shares by the partnership.

 

Taxation as a RIC. The Fund intends to qualify and remain qualified as a RIC under the Internal Revenue Code of 1986, as amended (the “Code”). There can be no assurance the Fund will so qualify. The Fund will qualify as a RIC if, among other things, it meets the source-of-income and the asset-diversification requirements. With respect to the source-of-income requirement, the Fund must derive in each taxable year at least 90% of its gross income (including tax-exempt interest) from (i) dividends, interest, payments with respect to certain securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including but not limited to gains from options, futures and forward contracts) derived with respect to its business of investing in such stock, securities or currencies and (ii) net income derived from an interest in a “qualified publicly traded partnership” (the “Income Test”). A “qualified publicly traded partnership” is generally defined as a publicly traded partnership under Code Section 7704. Income derived from a partnership (other than a qualified publicly traded partnership) or trust is qualifying income to the extent such income is attributable to items of income of the partnership or trust which would be qualifying income if realized by the Fund in the same manner as realized by the partnership or trust.

 

If a RIC fails the Income Test and such failure was due to reasonable cause and not willful neglect, generally it will not be subject to the U.S. federal income tax rate applicable to corporations. Instead, the amount of the penalty for non-compliance is the amount by which the non-qualifying income exceeds one-ninth of the qualifying gross income.

 

With respect to the asset-diversification requirement, the Fund must diversify its holdings so that, at the end of each quarter of each taxable year (i) at least 50% of the value of the Fund’s total assets is represented by cash and cash items, U.S. government securities, the securities of other RICs and other securities, if such other securities of any one issuer do

 

 

not represent more than 5% of the value of the Fund’s total assets or more than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of the Fund’s total assets is invested in the securities, other than U.S. government securities or the securities of other RICs, of (a) one issuer, (b) two or more issuers that are controlled by the Fund and that are engaged in the same, similar or related trades or businesses, or (c) one or more qualified publicly traded partnerships (the “Asset Test”).

 

If a RIC fails the Asset Test, such RIC has a six-month period to correct any failure without incurring a penalty if such failure is “de minimis,” meaning that the failure does not exceed the lesser of 1% of the RIC’s assets, or $10 million.

 

Similarly, if a RIC fails the Asset Test and the failure is not de minimis, a RIC can cure the failure if: (i) the RIC files with the U.S. Treasury Department a description of each asset that caused the RIC to fail the Asset Test; (ii) the failure is due to reasonable cause and not willful neglect; and (iii) the failure is cured within six months (or such other period specified by the U.S. Treasury Department). In such cases, a tax is imposed on the RIC equal to the greater of: (i) $50,000 or (ii) an amount determined by multiplying the highest corporate U.S. federal income tax rate (currently 21%) by the amount of net income generated during the period of the Asset Test failure by the assets that caused the RIC to fail the Asset Test.

 

If the Fund qualifies as a RIC and distributes to its shareholders, for each taxable year, at least 90% of the sum of (i) its “investment company taxable income” as that term is defined in the Code (which includes, among other things, dividends, taxable interest, the excess of any net short-term capital gains over net long-term capital losses and certain net foreign exchange gains as reduced by certain deductible expenses) without regard to the deduction for dividends paid, and (ii) the excess of its gross tax-exempt interest, if any, over certain deductions attributable to such interest that are otherwise disallowed (the “Distribution Test”), the Fund will be relieved of U.S. federal income tax on any income of the Fund, including long-term capital gains, distributed to shareholders. However, any ordinary income or capital gain retained by the Fund will be subject to regular corporate U.S. federal income tax rates (currently at a maximum rate of 21%). The Fund intends to distribute at least annually substantially all of its investment company taxable income, net tax-exempt interest, and net capital gain.

 

The Fund will generally be subject to a nondeductible 4% U.S. federal excise tax on the portion of its undistributed ordinary income with respect to each calendar year and undistributed capital gains if it fails to meet certain distribution requirements with respect to the one-year period ending on October 31 in that calendar year. To avoid the 4% U.S. federal excise tax, the required minimum distribution is generally equal to the sum of (i) 98% of the Fund’s ordinary income (computed on a calendar year basis), (ii) 98.2% of the Fund’s capital gain net income (generally computed for the one-year period ending on October 31), and (iii) any income realized, but not distributed, and on which the Fund paid no U.S. federal income tax in preceding years. The Fund generally intends to make distributions in a timely manner in an amount at least equal to the required minimum distribution and therefore, under normal market conditions, does not expect to be subject to this excise tax.

 

The Fund may be required to recognize taxable income in circumstances in which it does not receive cash. For example, if the Fund holds debt obligations that are treated under applicable U.S. federal income tax rules as having original issue discount (“OID”), such as debt instruments with payment of kind interest or, in certain cases, with increasing interest rates or that are issued with warrants, the Fund must include in income each year a portion of the OID that accrues over the life of the obligation regardless of whether cash representing such income is received by the Fund in the same taxable year. Because any OID accrued will be included in the Fund’s “investment company taxable income” (discussed above) for the year of accrual, the Fund may be required to make a distribution to its shareholders to satisfy the Distribution Test, even though it will not have received an amount of cash that corresponds with the accrued income.

 

A RIC is permitted to carry forward net capital losses indefinitely and may allow losses to retain their original character (as short or as long-term). These capital loss carryforwards may be utilized in future years to offset net realized capital gains of the Fund, if any, prior to distributing such gains to shareholders.

 

Except as set forth below in “Failure to Qualify as a RIC,” the remainder of this discussion assumes that the Fund will qualify as a RIC for each taxable year.

 

Failure to Qualify as a RIC. If the Fund is unable to satisfy the Distribution Test or otherwise fails to qualify as a RIC in any year, it will be subject to corporate U.S. federal income tax on all of its income and gain, regardless of whether or not such income was distributed. Distributions to the Fund’s shareholders of such income and gain will not be deductible by the Fund in computing its taxable income. In such event, the Fund’s distributions, to the extent derived from the

 

 

Fund’s current or accumulated earnings and profits, would constitute ordinary dividends, which would generally be eligible for the dividends received deduction available to corporate U.S. shareholders, and non-corporate U.S. shareholders would generally be able to treat such distributions as “qualified dividend income” eligible for preferential rates of U.S. federal income taxation, if holding period and other requirements are satisfied.

 

Distributions in excess of the Fund’s current and accumulated earnings and profits would be treated first as a return of capital to the extent of a shareholder’s tax basis in its shares of the Fund, and any remaining distributions would be treated as a capital gain. To qualify as a RIC in a subsequent taxable year, the Fund would be required to satisfy the Income Test, Asset Test, and Distribution Test for that year and distribute any earnings and profits from any year in which the Fund failed to qualify for tax treatment as a RIC. Subject to a limited exception applicable to RICs that qualified as such under the Code for at least one year prior to disqualification and that requalify as a RIC no later than the second year following the nonqualifying year, the Fund would be subject to tax on any unrealized built-in gains in the assets held by it during the period in which the Fund failed to qualify for tax treatment as a RIC that are recognized within the subsequent five years, unless the Fund made a special election to pay corporate-level U.S. federal income tax on such built-in gain at the time of its requalification as a RIC.

 

Taxation of U.S. Shareholders. Distributions paid to U.S. shareholders by the Fund from its investment company taxable income (which is, generally, the Fund’s ordinary income plus net realized short-term capital gains in excess of net realized long-term capital losses) are generally taxable to U.S. shareholders as ordinary income to the extent of the Fund’s earnings and profits, whether paid in cash or reinvested in additional Shares. Such distributions (if designated by the Fund) may qualify (i) for the dividends received deduction in the case of corporate U.S. shareholders to the extent that the Fund’s income consists of dividend income from U.S. corporations, excluding distributions from tax-exempt organizations, exempt farmers’ cooperatives or REITs or (ii) in the case of non-corporate U.S. shareholders, as qualified dividend income eligible to be taxed at preferential rates to the extent that the Fund receives qualified dividend income, and provided in each case certain holding period and other requirements are met. Qualified dividend income is, in general, dividend income from taxable domestic corporations and qualified foreign corporations (which generally include foreign corporations incorporated in a possession of the United States or in certain countries with a qualified comprehensive income tax treaty with the United States, or the stock with respect to which such dividend is paid is readily tradable on an established securities market in the United States). A qualified foreign corporation generally excludes any foreign corporation, which for the taxable year of the corporation in which the dividend was paid, or the preceding taxable year, is a passive foreign investment company (a “PFIC”). Distributions made to a U.S. shareholder from an excess of net long-term capital gains over net short-term capital losses (“Capital Gain Dividends”), including Capital Gain Dividends credited to such shareholder but retained by the Fund, are taxable to such U.S. shareholder as long-term capital gain if they have been properly designated by the Fund, regardless of the length of time such U.S. shareholder owned the Shares. The maximum tax rate on Capital Gain Dividends received by individuals is generally 20%. Distributions in excess of the Fund’s earnings and profits will be treated by the U.S. shareholder, first, as a tax-free return of capital, which is applied against and will reduce the adjusted tax basis of the U.S. shareholder’s Shares and, after such adjusted tax basis is reduced to zero, will constitute capital gain to the U.S. shareholder. The Fund is not required to provide written notice designating the amount of any qualified dividend income or Capital Gain Dividends and other distributions. The Forms 1099 sent to the U.S. shareholders will instead serve this notice purpose.

 

As a RIC, the Fund will be subject to the AMT, but any items that are treated differently for AMT purposes must be apportioned between the Fund and the shareholders and this may affect the U.S. shareholders’ AMT liabilities. The Fund intends in general to apportion these items in the same proportion that dividends paid to each shareholder bear to the Fund’s taxable income, determined without regard to the dividends paid deduction.

 

For purpose of determining (i) whether the Distribution Test is satisfied for any year and (ii) the amount of Capital Gain Dividends paid for that year, the Fund may, under certain circumstances, elect to treat a dividend that is paid during the following taxable year as if it had been paid during the prior taxable year. If the Fund makes such an election, a U.S. shareholder will still be treated as receiving the dividend in the taxable year in which the distribution is made. However, any dividend declared by the Fund in October, November or December of any calendar year, payable to shareholders of record on a specified date in such a month and is actually paid during January of the following year, will be treated as if it had been received by the U.S. shareholders on December 31 of the year in which the dividend was declared.

 

The Fund intends to distribute all realized capital gains, if any, at least annually. If, however, the Fund were to retain any net capital gain, the Fund may designate the retained amount as undistributed capital gains in a notice to shareholders who, if subject to U.S. federal income tax on long-term capital gains, (i) will be required to include in income as long-term capital gain, their proportionate shares of such undistributed amount, and (ii) will be entitled to credit their

 

 

proportionate shares of the U.S. federal income tax paid by the Fund on the undistributed amount against their U.S. federal income tax liabilities, if any, and to claim refunds to the extent the credit exceeds such liabilities. If such an event occurs, the tax basis of Shares owned will, for U.S. federal income tax purposes, generally be increased by the difference between the amount of undistributed net capital gain included in the U.S. shareholder’s gross income and the tax deemed paid by the U.S. shareholder.

 

Sales and other dispositions of Shares, such as exchanges, generally are taxable events. U.S. shareholders should consult their own tax advisors with reference to their individual circumstances to determine whether any particular transaction in the Shares is properly treated as a sale or exchange for U.S. federal income tax purposes, as the following discussion assumes, and the tax treatment of any gains or losses recognized in such transactions. The sale or other disposition of Shares will generally result in capital gain or loss to a U.S. shareholder equal to the difference between the amount realized and the adjusted tax basis in the Shares sold or exchanged, and will be long-term capital gain or loss if the Shares have been held for more than one year at the time of sale. Any loss upon the sale or exchange of Shares held for six months or less will be treated as long-term capital loss to the extent of any Capital Gain Dividends received (including amounts credited as an undistributed Capital Gain Dividend) by such shareholder with respect to such Shares. A loss realized on a sale or exchange of Shares generally will be disallowed if other substantially identical shares are acquired within a 61-day period beginning 30 days before and ending 30 days after the date that the Shares are disposed of. In such case, the basis of the shares acquired will be adjusted to reflect the disallowed loss. Both long-term and short-term capital gain of U.S. corporations are taxed at the rates applicable to ordinary income of corporations. For non-corporate U.S. shareholders, short-term capital gain is taxed at the rate applicable to ordinary income, while long-term capital gain generally is taxed at a maximum rate of 20%. Capital losses are subject to certain limitations.

 

The Fund is required to report its shareholders’ cost basis, gain/loss, and holding period for Shares to the IRS on the Fund’s shareholders’ Consolidated Form 1099s.

 

The Fund has chosen average cost as the standing (default) tax lot identification method for all shareholders. A tax lot identification method is the way the Fund will determine which specific Shares are deemed to be sold when there are multiple purchases on different dates at differing prices, and the entire position is not sold at one time. The Fund’s standing tax lot identification method is the method Shares will be reported on a U.S. shareholder’s Consolidated Form 1099 if the U.S. shareholder does not select a different tax lot identification method. U.S. shareholders may choose a method different than the Fund’s standing method and will be able to do so at the time of the U.S. shareholder’s purchase or upon the sale of Shares. The Fund and its service providers do not provide tax advice. U.S. shareholders should consult independent sources, which may include a tax professional, with respect to any decisions they may make with respect to choosing a tax lot identification method.

 

Certain U.S. shareholders, including individuals, estates and trusts, may be subject to an additional 3.8% Medicare tax on all or a portion of their “net investment income,” which should include dividends from the Fund and net gains from the disposition of Shares. U.S. shareholders are urged to consult their own tax advisors regarding the implications of the additional Medicare tax resulting from an investment in the Fund.

 

Original Issue Discount, Pay-In-Kind Securities, and Market Discount. Some debt obligations with a fixed maturity date of more than one year from the date of issuance that may be acquired by the Fund may be treated as debt obligations that are issued originally at a discount. Generally, the amount of the OID is treated as interest income and is included in the Fund’s taxable income (and required to be distributed by the Fund) over the term of the debt obligation, even though payment of that amount is not received until a later time, upon partial or full repayment or disposition of the debt security.

 

Some debt obligations that may be acquired by the Fund in the secondary market may be treated as having “market discount.” Generally, market discount is the excess of the stated redemption price of a debt obligation (or in the case of an obligation issued with OID, its “revised issue price”) over the purchase price of such obligation. Generally, any gain recognized on the disposition of, and any partial payment of principal on, a debt obligation having market discount is treated as ordinary income to the extent the gain, or principal payment, does not exceed the “accrued market discount” on such debt obligation. Alternatively, the Fund may elect to accrue market discount currently, in which case the Fund will be required to include the accrued market discount in the Fund’s income (as ordinary income) and thus distribute it over the term of the debt security, even though payment of that amount is not received until a later time, upon partial or full repayment or disposition of the debt security. The rate at which the market discount accrues, and thus is included in the Fund’s income, will depend upon which of the permitted accrual methods the Fund elects. In the case of higher-risk securities, the amount of market discount may be unclear.

 

 

Some debt obligations that may be acquired by the Fund may be treated as having “acquisition discount” (very generally, the excess of the stated redemption price over the purchase price), or OID in the case of certain types of debt obligations. The Fund will be required to include the acquisition discount, or OID, in income (as ordinary income) over the term of the debt obligation, even though payment of that amount is not received until a later time, upon partial or full repayment or disposition of the debt security. The Fund may make one or more of the elections applicable to debt obligations having acquisition discount, or OID, which could affect the character and timing of recognition of income.

 

In addition, payment-in-kind securities will, and commodity-linked notes may, give rise to income that is required to be distributed and is taxable even though the Fund receives no interest payment in cash on the security during the year.

 

If the Fund holds the foregoing kinds of securities, it may be required to pay out as an income distribution each year an amount that is greater than the total amount of cash interest the Fund actually received. Such distributions may be made from the cash assets of the Fund or by liquidation of portfolio securities, if necessary (including when it is not advantageous to do so). The Fund may realize gains or losses from such liquidations. In the event the Fund realizes net capital gains from such transactions, its shareholders may receive a larger capital gain distribution than they would in the absence of such transactions.

 

Tax-Exempt Shareholders. A tax-exempt U.S. shareholder could recognize unrelated business taxable income (“UBTI”) by virtue of its investment in the Fund if Shares constitute debt-financed property in the hands of the tax-exempt U.S. shareholder within the meaning of Code Section 514(b). Furthermore, a tax-exempt U.S. shareholder may recognize UBTI if the Fund recognizes “excess inclusion income” derived from direct or indirect investments in residual interests in real estate mortgage investment conduits (“REMICs”) or equity interests in taxable mortgage pools (“TMPs”) if the amount of such income recognized by the Fund exceeds the Fund’s investment company taxable income (after taking into account deductions for dividends paid by the Fund).

 

In addition, special tax consequences apply to charitable remainder trusts (“CRTs”) that invest in RICs that invest directly or indirectly in residual interests in REMICs or equity interests in TMPs. A CRT (as defined in Code Section 664) that realizes any UBTI for a taxable year, must pay an excise tax annually of an amount equal to such UBTI. Under IRS guidance issued in October 2006, a CRT will not recognize UBTI solely as a result of investing in the Fund that recognize “excess inclusion income.” Rather, if at any time during any taxable year a CRT (or one of certain other tax-exempt shareholders, such as the United States, a state or political subdivision, or an agency or instrumentality thereof, and certain energy cooperatives) is a record holder of a Share and the Fund recognizes “excess inclusion income,” then the Fund will be subject to a tax on that portion of its “excess inclusion income” for the taxable year that is allocable to such shareholders, at the highest corporate U.S. federal income tax rate. The extent to which this IRS guidance remains applicable is unclear. To the extent permitted under the 1940 Act, the Fund may elect specially to allocate any such tax to the applicable CRT, or other shareholder, and thus reduce such shareholder’s distributions for the year by the amount of the tax that relates to such shareholder’s interest in the Fund. The Fund has not yet determined whether such an election will be made. CRTs and other tax-exempt investors are urged to consult their own tax advisors concerning the consequences of investing in the Fund.

 

Passive Foreign Investment Companies. A PFIC is any foreign corporation: (i) 75% or more of the gross income of which for the taxable year is passive income, or (ii) the average percentage of the assets of which produce or are held for the production of passive income is at least 50%. Generally, passive income for this purpose means dividends, interest, royalties, rents, annuities, the excess of gains over losses from certain property transactions and commodities transactions, and foreign currency gains.

 

Equity investments by the Fund in certain PFICs could potentially subject the Fund to a U.S. federal income tax or other charge (including interest charges) on the distributions received from the PFIC or on proceeds received from the disposition of shares in the PFIC. This tax cannot be eliminated by making distributions to the Fund shareholders. However, the Fund may be able to elect to avoid the imposition of this tax. For example, if the Fund is in a position to and elects to treat a PFIC as a “qualified electing fund” (a “QEF”), the Fund will be required to include its share of the PFIC’s income and net capital gains annually, regardless of whether it receives any distribution from the PFIC. Alternatively, the Fund may make an election to mark to market the gains (and to a limited extent losses) in its PFIC holdings as though it had sold and repurchased its holdings in that PFIC on the last day of the Fund’s taxable year. Such gains and losses are treated as ordinary income and loss. The QEF and mark-to-market elections may accelerate the recognition of income (without the receipt of cash) and increase the amount required to be distributed by the Fund to avoid taxation. Making either of these elections therefore may require the Fund to liquidate other investments (including when it is not advantageous to do so) to meet its distribution requirement, which also may accelerate the recognition of gain and affect the Fund’s total return. Dividends paid by PFICs will not be eligible to be treated as qualified dividend income.

 

 

Because it is not always possible to identify a foreign corporation as a PFIC, the Fund may incur the tax and interest charges described above in some instances.

 

Foreign Currency Transactions. The Fund’s transactions in foreign currencies, foreign currency-denominated debt obligations and certain foreign currency options, futures contracts and forward contracts (and similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency. Any such net gains could require a larger dividend be paid by the Fund. Any such net losses will generally reduce and potentially require the recharacterization of prior ordinary income distributions. Such ordinary income treatment may accelerate Fund distributions to shareholders and increase the distributions taxed to shareholders as ordinary income. Any net ordinary losses so created cannot be carried forward by the Fund to offset income or gains earned in subsequent taxable years.

 

Foreign Taxation. Income received by the Fund from sources within foreign countries may be subject to withholding and other taxes imposed by such countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes.

 

The RICs in which the Fund invests may invest in foreign securities. Dividends and interest received by a RIC’s holding of foreign securities may give rise to withholding and other taxes imposed by foreign countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes. If the RIC in which the Fund invests meets certain other requirements, which includes a requirement that more than 50% of the value of such RIC’s total assets at the close of its respective taxable year consists of stocks or securities of foreign corporations, then the RIC should be eligible to file an election with the IRS that may enable its shareholders, including the Fund, to receive either the benefit of a foreign tax credit, or a tax deduction, with respect to any foreign and U.S. possessions income taxes paid by the Fund, subject to certain limitations.

 

A “qualified fund of funds” is a RIC that has at least 50% of the value of its total interests invested in other RICs at the end of each quarter of the taxable year. If the Fund satisfies this requirement or if it meets certain other requirements, which include a requirement that more than 50% of the value of the Fund’s total assets at the close of its taxable year consist of stocks or securities of foreign corporations, then the Fund should be eligible to file an election with the IRS that may enable its shareholders to receive either the benefit of a foreign tax credit, or a tax deduction, with respect to any foreign and U.S. possessions income taxes paid by the Fund, subject to certain limitations.

 

Taxation of Non-U.S. Shareholders. Capital Gain Dividends are generally not subject to withholding of U.S. federal income tax. Absent a specific statutory exemption, dividends other than Capital Gain Dividends paid by the Fund to a Non-U.S. shareholder are subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate) even if they are funded by income or gains (such as portfolio interest, short-term capital gains, or foreign-source dividend and interest income) that, if paid to a Non-U.S. shareholder directly, would not be subject to withholding.

 

A RIC generally is not required to withhold any amounts (i) with respect to distributions (other than distributions to a Non-U.S. shareholder (a) that does not provide a satisfactory statement that the beneficial owner is not a U.S. person, (b) to the extent that the dividend is attributable to certain interest on an obligation if the Non-U.S. shareholder is the issuer or is a 10% shareholder of the issuer, (c) that is within a foreign country that has inadequate information exchange with the United States, or (d) to the extent the dividend is attributable to interest paid by a person that is a related person of the Non-U.S. shareholder and the Non-U.S. shareholder is a controlled foreign corporation) from U.S.-source interest income of types similar to those not subject to U.S. federal income tax if earned directly by a Non-U.S. shareholder, to the extent such distributions are properly reported as such by the Fund in a written notice to shareholders (“Interest-Related Dividends”), and (ii) with respect to distributions (other than (a) distributions to an individual Non-U.S. shareholder who is present in the United States for a period or periods aggregating 183 days or more during the year of the distribution and (b) distributions subject to special rules regarding the disposition of U.S. real property interests (“USRPIs”) as described below) of net short-term capital gains in excess of net long-term capital losses to the extent such distributions are properly reported by the RIC (“Short-Term Capital Gain Dividends”). If the Fund invests in an underlying RIC that pays such distributions to the Fund, such distributions retain their character as not subject to withholding if properly reported when paid by the Fund to Non-U.S. shareholders.

 

The Fund is permitted to report such part of its dividends as Interest-Related Dividends or Short-Term Capital Gain Dividends as are eligible, but is not required to do so. These exemptions from withholding will not be available to Non-U.S. shareholders that do not currently report their dividends as Interest-Related Dividends or Short-Term Capital Gain Dividends.

 

 

In the case of Shares held through an intermediary, the intermediary may withhold even if the Fund reports all or a portion of a payment as an Interest-Related Dividends or Short-Term Capital Gain Dividend to shareholders. Non-U.S. shareholders should contact their intermediaries regarding the application of these rules to their accounts.

 

A Non-U.S. shareholder generally is not subject to U.S. federal income tax on gains (and is not allowed a deduction for losses) realized on the sale of Shares or on Capital Gain Dividends unless (i) such gain or dividend is effectively connected with the conduct of a trade or business carried on by such Non-U.S. shareholder within the United States, (ii) in the case of an individual Non-U.S. shareholder, the Non-U.S. shareholder is present in the United States for a period or periods aggregating 183 days or more during the year of the sale or the receipt of the Capital Gain Dividend and certain other conditions are met, or (iii) the special rules relating to gain attributable to the sale or exchange of USRPIs apply to the Non-U.S. shareholder’s sale of shares or to a Capital Gain Dividend received by the Non-U.S. shareholder.

 

If a Non-U.S. shareholder has a trade or business in the United States, and the dividends from the Fund are effectively connected with the Non-U.S. shareholder’s conduct of that trade or business, the dividend will be subject to net U.S. federal income taxation at regular income tax rates.

 

If a Non-U.S. shareholder is eligible for the benefits of a tax treaty, any effectively connected income or gain will generally be subject to U.S. federal income tax on a net basis only if it is also attributable to a permanent establishment maintained by that Non-U.S. shareholder in the United States.

 

To qualify for any exemptions from withholding described above or for lower withholding tax rates under income tax treaties, or to establish an exemption from backup withholding, a Non-U.S. shareholder must comply with special certification and filing requirements relating to its non-US status (including, in general, furnishing an applicable IRS Form W-8). Non-U.S. shareholders should consult their own tax advisors in this regard.

 

A Non-U.S. shareholder may be subject to U.S. state and local tax and to the U.S. federal estate tax in addition to the U.S. federal income tax referred to above.

 

Backup Withholding. The Fund generally is required to backup withhold and remit to the U.S. Treasury Department a percentage of the taxable distributions and redemption proceeds paid to any individual shareholder who fails to properly furnish the Fund with a correct taxpayer identification number, who has under-reported dividend or interest income, or who fails to properly certify to the Fund that he or she is not subject to such withholding. The backup withholding tax rate is currently 24%.

 

Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholder’s U.S. federal income tax liability, provided the appropriate information is furnished to the IRS.

 

Tax Shelter Reporting Regulations. If a shareholder recognizes a loss with respect to the Shares of $2 million or more for an individual U.S. shareholder or $10 million or more for a corporate U.S. shareholder, the U.S. shareholder generally must file with the IRS a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all RICs. The fact that a loss is reportable does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. U.S. shareholders should consult their own tax advisors to determine the applicability of these rules in light of their individual circumstances.

 

FATCA. Payments to a shareholder that is either a foreign financial institution (“FFI”) or a non-financial foreign entity (“NFFE”) within the meaning of the Foreign Account Tax Compliance Act (“FATCA”) may be subject to a generally nonrefundable 30% withholding tax on: (i) income dividends paid by the Fund and (ii) possibly in the future, certain capital gain distributions and the proceeds arising from the sale of Shares. FATCA withholding tax generally can be avoided: (i) by an FFI, subject to any applicable intergovernmental agreement or other exemption, if it enters into a valid agreement with the IRS to, among other requirements, report required information about certain direct and indirect ownership of foreign financial accounts held by U.S. persons with the FFI and (ii) by an NFFE, if it: (a) certifies that it has no substantial U.S. persons as owners or (b) if it does have such owners, reports information relating to them. The Fund may disclose the information that it receives from its shareholders to the IRS, non-U.S. taxing authorities or other

 

 

parties as necessary to comply with FATCA. Withholding also may be required if a foreign entity that is a shareholder of the Fund fails to provide the Fund with appropriate certifications or other documentation concerning its status under FATCA, generally on an applicable IRS Form W-8.

 

Shares Purchased through Tax-Qualified Plans. Special tax rules apply to investments through defined contribution plans and other tax-qualified plans. Shareholders should consult their own tax advisors to determine the suitability of Shares as an investment through such plans, and the precise effect of an investment on their particular tax situation.

 

Possible Tax Law Changes. At the time that this SAI was being prepared, various administrative and legislative changes to the U.S. federal tax laws are under consideration, but it is not possible at this time to determine whether any of these changes will take place or what the changes might entail.

 

The foregoing is a general and abbreviated summary of the provisions of the Code and the U.S. Treasury regulations in effect as they directly govern the taxation of the Fund and its shareholders. These provisions are subject to change by legislative and administrative action, and any such change may be retroactive. Shareholders are urged to consult their own tax advisors regarding specific questions as to U.S. federal income, estate or gift taxes, or foreign, state, local taxes or other taxes.

 

MANAGEMENT OF THE FUND

 

The Board of Trustees (the “Board”) supervises the business activities of the Trust and is responsible for protecting the interests of shareholders. The Chairman of the Board is W. Whitfield Gardner, who is an “interested person” of the Trust, as that term is defined under the 1940 Act (“Interested Trustee”). The Board has not appointed a Trustee who is not an “interested person” of the Trust as defined in the 1940 Act (“Independent Trustee”) to serve as independent Chairman or lead Independent Trustee, although one of the Independent Trustees serves as Chairman of the Audit Committee. The Board has determined that the Board’s structure is appropriate given the characteristics, size and operations of the Trust. The Board may consider appointing an independent Chairman or a lead Independent Trustee in the future, particularly if the Board’s size or the Trust’s complexity materially increase. The Board has considered the overall leadership structure of the Trust and has established committees designed to facilitate the governance of the Trust by the Trustees generally and the Board’s role with respect to risk oversight specifically. The Trust’s committees are responsible for certain aspects of risk oversight relating to financial statements, the valuation of the Trust’s assets, and compliance matters. The Board also has frequent interaction with the service providers and Chief Compliance Officer (the “CCO”) of the Trust with respect to risk oversight matters. The Trust’s CCO reports directly to the Board generally with respect to the CCO’s role in managing the compliance risks of the Trust. The CCO may also report directly to a particular committee of the Board depending on the subject matter. The Trust’s principal financial officer reports to the Audit Committee of the Board on all financial matters affecting the Trust, including risks associated with financial reporting. Through the committee structure, the Trustees also interact with other officers and service providers of the Trust to monitor risks related to the Trust’s operations. The Trust has determined that its leadership structure is appropriate based on the size of the Trust, the Board’s current responsibilities, each Trustee’s ability to participate in the oversight of the Trust and committee transparency. The Trustees are experienced businesspersons who meet throughout the year to oversee the Trust’s activities, review contractual arrangements with companies that provide services to the Fund and review performance. Each Trustee serves as a Trustee until termination of the Trust unless the Trustee sooner dies, resigns, retires or is removed.

 

Trustees and Executive Officers. The following chart shows information for each Trustee, including the Independent Trustees and the Interested Trustee, as well as each executive officer of the Trust. The address of each Trustee and officer, unless otherwise indicated, is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246.

 

 

Name, Age, and Address		Position(s) Held with Fund/Trust		Length of Time Served		Principal Occupation(s) During Past 5 Years		Number of Portfolios in Fund Complex Overseen by Trustee		Other Directorships Held by Trustee During the Past 5 Years
Independent Trustees
Theo H. Pitt, Jr., 89 285 Wilmington-West Chester Pike Chadds Ford, Pennsylvania 19317		Trustee		Since April 2002		Senior Partner of Community Financial Institutions Consulting (bank consulting) since 1997.		1		Since September 2025 (and from April 2002 until December 2024), Mr. Pitt serves as an Independent Trustee of World Funds Trust for the twenty series of that Trust; Starboard Investment Trust for the eight series of that Trust; ETF Opportunities Trust for the two hundred sixty-eight series of that Trust; Precidian ETFs for the forty-seven series of that Trust; and (since December 2025) Independent Trustee of Truth Social Funds for the five series of that Trust.(all registered investment companies). From December 31, 2024 until September 2025, Mr. Pitt served as Trustee Emeritus for each of these Trusts, except the Truth Social Funds. Mr. Pitt served as Chairman and Independent Trustee of Leeward Investment Trust until 2022 for its one series of that Trust. Mr. Pitt also serves as Chairman of Hillman Capital Management Investment Trust.
James H. Speed, Jr., 72 285 Wilmington-West Chester Pike Chadds Ford, Pennsylvania 19317		Trustee		Indefinite, Since May 2016.		Retired; formerly President and CEO of NC Mutual Insurance Company (insurance company).		1		Mr. Speed is an Independent Trustee of Centaur Mutual Funds Trust for its one series; Brown Capital Management Mutual Funds for its three series; and Starboard Investment Trust for its eight series (all registered investment companies) and Director of Investors Title Company. Mr. Speed served as an Independent Trustee of WST Investment Trust for the one series of that Trust until September 27, 2024 and as an Independent Trustee of Hillman Capital Management Investment Trust for the one series of that Trust until March 2021.

 

 

Name, Age, and Address		Position(s) Held with Fund/Trust		Length of Time Served		Principal Occupation(s) During Past 5 Years		Number of Portfolios in Fund Complex Overseen by Trustee		Other Directorships Held by Trustee During the Past 5 Years
Interested Trustee*
W. Whitfield Gardner, 63 285 Wilmington-West Chester Pike Chadds Ford, Pennsylvania 19317		Chairman and Principal Executive Officer   Chairman, Principal Executive Officer and President		Since June 1996   Since December 2012		Managing Partner and Portfolio Manager of Gardner Lewis Asset Management, L.P. (Advisor).		1		None

 

*

Basis of Interestedness. W. Whitfield Gardner is an Interested Trustee because he is an officer and principal owner of Gardner Lewis Asset Management, L.P., the investment advisor to the Fund.

 

 

Name, Age, and Address		Position(s) Held with Fund/Trust		Length of Time Served		Principal Occupation(s) During Past 5 Years
Denise Caruso, CPA, 63 285 Wilmington-West Chester Pike Chadds Ford, Pennsylvania 19317		Chief Compliance Officer		Since December 2023		Chief Compliance Officer and Controller of Gardner Lewis Asset Management, L.P.
Jesse D. Hallee, 49		Interim Secretary		Since October 2021		Senior Vice President and Associate General Counsel, Ultimus Fund Solutions, LLC (August 2022–present); Vice President and Senior Managing Counsel, Ultimus Fund Solutions, LLC (June 2019–August 2022).
Angela A. Simmons, 50		Treasurer (Principal Financial Officer)		Since February 2022		Vice President, Financial Administration, Ultimus Fund Solutions, LLC (2007 to present).

 

Trustee Qualifications. Generally, no one factor was decisive in the original selection of an individual to join the Board. Among the factors the Board considered when concluding that an individual should serve on the Board were the following: (1) the individual’s business and professional experience and accomplishments; (2) the individual’s ability to work effectively with the other members of the Board; and (3) how the individual’s skills, experience and attributes would contribute to an appropriate mix of relevant skills and experience on the Board. In respect of each Trustee, the individual’s substantial professional accomplishments and prior experience were a significant factor in the determination that the individual should serve as a Trustee of the Trust. In addition to the information provided above, below is a summary of the specific experience, qualifications, attributes or skills of each Trustee and the reason why he was selected to serve as Trustee. The Trust does not believe any one factor is determinative in assessing a Trustee’s qualifications, but that the collective experience of each Trustee makes them each highly qualified.

 

Theo H. Pitt, Jr. – Mr. Pitt is the former Chairman and Chief Executive Officer of Pioneer Bancorp and its wholly owned subsidiary, Pioneer Savings Bank (formerly Home Savings & Loan Association), which merged into First Citizens Bank in 1992. In these capacities he served as a CEO and Director of a publicly held community savings bank for approximately ten years. Mr. Pitt was associated with Holden Wealth Management Group of Wachovia Securities (a money management firm) from 2003 through 2008 as an account administrator and financial consultant. For over the past ten years, Mr. Pitt has served as an Independent Trustee of multiple investment companies. The experience gained as a CEO and Director of a publicly held community savings bank, as well as the experience as an Independent Trustee of multiple mutual fund complexes, provides broad knowledge of financial statements and contract negotiation, all in the interest of protecting shareholder interests.

 

James H. Speed, Jr. – Mr. Speed is the former President and Chief Executive Officer of NC Mutual Insurance Company and the former President of Speed Financial Group, Inc., a company in the business of consulting and private investing. Mr. Speed has served on the Board of Directors of several banking and financial institutions. He has also served as an Independent Trustee/Director for several other mutual fund complexes and as a member of their audit committees as an audit committee financial expert. The experience gained as a CEO and President of an insurance company, as well as the experience as an Independent Trustee of multiple mutual fund complexes, provides broad knowledge of financial statements and contract negotiation, all in the interest of protecting shareholder interests.

 

W. Whitfield Gardner – Mr. Gardner has served as Chairman and Chief Executive Officer of Gardner Lewis Asset Management since the firm’s founding. Previously, he was a lead Portfolio Manager with Friess Associates and its Brandywine Fund. Prior to joining Friess Associates, he worked as an Investment Analyst with Investments Orange Nassau, a Netherlands-based venture capital firm, with interests in both private and public companies. This position stemmed from employment with MBank, then a $20 billion bank holding company, where he analyzed companies as well as industry groups. He began his investment career at Lehman Brothers Kuhn Loeb (prior to the Shearson Merger). Mr. Gardner received his B.B.A. in Finance from Southern Methodist University.

 

 

Trustee Standing Committees. The Trustees have established the following standing committees:

 

Audit Committee: The Independent Trustees are the current members of the Audit Committee. The Audit Committee oversees the Fund’s accounting and financial reporting policies and practices, reviews the results of the annual audits of the Fund’s financial statements, and interacts with the Fund’s independent registered public accounting firm on behalf of all the Trustees. The Audit Committee operates pursuant to an Audit Committee Charter and meets periodically as necessary. The Audit Committee met one time during the Fund’s last fiscal year.

 

Nominating Committee: The Independent Trustees are the current members of the Nominating Committee. The Nominating Committee nominates, selects and appoints independent trustees to fill vacancies on the Board and to stand for election at meetings of the shareholders of the Trust. The nomination of independent trustees is in the sole discretion of the Nominating Committee. The Nominating Committee meets only as necessary and did not meet during the Fund’s last fiscal year. The Nominating Committee will not consider nominees recommended by shareholders of the Trust. The Nominating Committee has adopted a charter which is attached as Appendix B.

 

Proxy Voting Committee: The Independent Trustees are the current members of the Proxy Voting Committee. The Proxy Voting Committee will determine how the Fund should cast its vote, if called upon by the Trustees or the Advisor, when a matter with respect to which the Fund is entitled to vote presents a conflict between the interests of the Fund’s shareholders, on the one hand, and those of the Advisor, principal underwriter or an affiliated person of the Fund, the Advisor, or principal underwriter, on the other hand. The Proxy Voting Committee will review the Trust’s Proxy Voting Policy and recommend any changes to the Board as it deems necessary or advisable. The Proxy Voting Committee will also decide if the Fund should participate in a class action settlement, if called upon by the Advisor, in cases where a class action settlement with respect to which the Fund is eligible to participate presents a conflict between the interests of the Fund’s shareholders, on the one hand, and those of the Advisor, on the other hand. The Proxy Voting Committee meets only as necessary and did not meet during the Fund’s last fiscal year.

 

Qualified Legal Compliance Committee: The Independent Trustees are the current members of the Qualified Legal Compliance Committee. The Qualified Legal Compliance Committee receives, investigates and makes recommendations as to appropriate remedial action in connection with any report of evidence of a material violation of securities laws or breach of fiduciary duty or similar violation by the Trust, its officers, trustees or agents. The Qualified Legal Compliance Committee meets only as necessary and did not meet during the Fund’s last fiscal year.

 

Beneficial Ownership of Fund Shares. The table below shows for each Trustee the dollar range of Fund shares beneficially owned by each Trustee and the aggregate value of all investments in shares of the Fund complex, as of a valuation date of December 31, 2025 and stated as one of the following ranges: A = None; B = $1-$10,000; C = $10,001-$50,000; D = $50,001-$100,000; and E = over $100,000.

 

Name of Trustee		Dollar Range of Fund Shares		Aggregate Dollar Range of Shares of All Registered Investment Companies Overseen By Trustee in Family of Investment Companies*
Independent Trustees
Theo H. Pitt, Jr.		A		A
James H. Speed, Jr.		A		A
Interested Trustee
W. Whitfield Gardner		E		E

 

*

Includes the one fund of the Trust.

 

 

Ownership of Securities of Advisor, Distributor, or Related Entities. As of December 31, 2025, none of the Independent Trustees and/or their immediate family members own securities of the Advisor, the Distributor, or any entity controlling, controlled by, or under common control with the Advisor or the Distributor.

 

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 an annual fee of $10,000 each year, plus $600 per series of the Trust per meeting of the Board attended. Trustees and officers are reimbursed for any out-of-pocket expenses incurred in connection with attendance at meetings. The following compensation table for the Trustees is based on figures for the fiscal year ended October 31, 2025.

 

Name of Person, Position		Aggregate Compensation from the Fund		Pension or Retirement Benefits Accrued As Part of Fund Expenses		Estimated Annual Benefits Upon Retirement		Total Compensation from the Fund and Fund Complex Paid to Trustees*
Independent Trustees
Theo H. Pitt, Jr., Trustee		$12,400		None		None		$12,400
James H. Speed, Jr.		$12,400		None		None		$12,400
Interested Trustee
W. Whitfield Gardner, Trustee		None		None		None		None

 

*

Includes the one fund of the Trust.

 

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

 

Anti-Money Laundering Program. The Trust has adopted an anti-money laundering program, as required by applicable law, that is designed to prevent the Fund from being used for money laundering or the financing of terrorist activities. The Trust’s Anti-Money Laundering Compliance Officer is responsible for implementing and monitoring the operations and internal controls of the program. Compliance officers at certain of the Fund’s service providers are also responsible for monitoring the program. The anti-money laundering program is subject to the continuing oversight of the Trustees.

 

Proxy Voting Policies. The Trust has adopted a proxy voting and disclosure policy that delegates to the Advisor the authority to vote proxies for the Fund, subject to oversight of the Trustees. A copy of the Trust’s Proxy Voting and Disclosure Policy and the Advisor’s Proxy Voting Policy and Procedures are included as Appendix A to this SAI. No later than August 31 of each year, the Fund must file Form N-PX with the SEC. Form N-PX discloses an investment company’s proxy voting record for the prior twelve-month period ended June 30. The Fund’s proxy voting record, as set forth in the most recent Form N-PX filing, are available upon request, without charge, by the calling the Fund at 1-800-430-3863 or sending an email to [email protected]. This information is also available on the SEC’s website at http://www.sec.gov.

 

Control Persons and Principal Holders of Voting Securities. As of January 31, 2026, the Trustees and officers of the Trust as a group owned beneficially (i.e., had voting and/or investment power) approximately 67% of the then outstanding shares of the Fund. Mr. Gardner has a large ownership interest that he has voting and/or investment power over. As of January 31, 2026, the following shareholders owned of record more than 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 January 31, 2026.

 

 

Name and Address of Beneficial Owner		Amount of Beneficial Ownership		Percentage Ownership
J.P. Morgan Securities, LLC/FBO 4 Chase Metrotech Center Brooklyn, NY 11245-0001		426,852.658 shares		53.09%
Charles Schwab & Co. Inc. Special Custody Account 211 Main Street San Francisco, CA 94105		73,416.793 shares		9.13%

 

Investment Advisor. Information about the Advisor and its duties and compensation as advisor to the Fund is contained in the Prospectus. The Advisor supervises the Fund’s investments pursuant to the Advisory Agreement. The Advisory Agreement is currently effective for a one-year period and will be renewed thereafter only so long as such renewal and continuance is specifically approved at least annually by the 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 parties to the Advisory Agreement or interested persons of any such party. The Advisory Agreement is terminable without penalty on 60-days’ notice by the Fund (as approved by the Trustees or by vote of a majority of the Fund’s outstanding voting securities) or by the Advisor. The Advisory Agreement provides that it will terminate automatically in the event of its assignment.

 

The Advisor manages the Fund’s investments in accordance with the stated policies of the Fund, subject to the approval of the Trustees. The Advisor is responsible for investment decisions, and provides the Fund with a team of portfolio managers who are authorized by the Trustees to execute purchases and sales of securities. W. Whitfield Gardner is primarily responsible for the day-to-day management of the Fund’s portfolio. Mr. Gardner is a principal of the Advisor and controls the Advisor by ownership.

 

Under the Advisory Agreement, the Advisor is not liable for any error of judgment or mistake of law or for any other loss whatsoever 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 Advisory Agreement.

 

The Advisor is entitled to a monthly management fee equal to an annual rate of 1.00% of the average daily net asset value of the Fund. For the fiscal year ended October 31, 2025, the Advisor received a fee in the amount of $435,954. For the fiscal year ended October 31, 2024, the Advisor received a fee in the amount of $413,934. For the fiscal year ended October 31, 2023, the Advisor received a fee in the amount of $363,532.

 

Portfolio Manager

 

Compensation. The Fund’s portfolio manager, W. Whitfield Gardner, is a principal of the Advisor and his compensation varies with the general success of the Advisor as a firm. Mr. Gardner’s compensation consists of a fixed annual salary, plus additional remuneration based on the overall performance of the Advisor for the given time period. His compensation is not linked to any specific factors, such as the Fund’s performance or asset level.

 

Ownership of Fund Shares. The table below shows the dollar range of Fund shares beneficially owned by the portfolio manager as of the end of the Fund’s fiscal year ended October 31, 2025 stated as one of the following ranges: A = None; B = $1-$10,000; C = $10,001-$50,000; D = $50,001-$100,000; E = $100,001-$500,000; F = $500,001-$1,000,000; and G = over $1,000,000.

 

Name of Portfolio Manager	Dollar Range of Fund Shares Beneficially Owned
W. Whitfield Gardner	G

 

Other Accounts. In addition to the Fund, the portfolio manager (working with a team) is responsible for the day-to-day management of certain other accounts. The table below shows the number of, and total assets in, such other accounts as of the end of the Fund’s fiscal year ended October 31, 2025.

 

 

Name	Registered Investment Companies*		Other Pooled Investment Vehicles		Other Accounts
	Number of Accounts	Total Assets	Number of Accounts	Total Assets	Number of Accounts	Total Assets
W. Whitfield Gardner	1	$47.5 mil.	7	$166.6 mil.	7	$125.0 mil.
Accounts where advisory fee is based upon account performance	0	$0	5	$152.7 mil.	3	$86.7 mil.

 

Conflicts of Interests. Mr. Gardner’s management of “other accounts” may give rise to potential conflicts of interest in connection with his management of the Fund’s investments, on the one hand, and the investments of the other accounts, on the other. The other accounts include foundation, endowment, corporate pension, mutual fund and other pooled investment vehicles (collectively, the “Other Accounts”). The Other Accounts might have similar investment objectives as the Fund, track the same index the Fund tracks or otherwise hold, purchase, or sell securities that are eligible to be held, purchased, or sold by the Fund. While the portfolio manager’s management of other accounts may give rise to the following potential conflicts of interest, the Advisor does not believe that the conflicts, if any, are material or, to the extent any such conflicts are material, the Advisor believes that it has designed policies and procedures that are designed to manage those conflicts in an appropriate way.

 

Knowledge of the Timing and Size of Fund Trades: A potential conflict of interest may arise as a result of the portfolio manager’s day-to-day management of the Fund. Because of his position with the Fund, the portfolio manager knows the size, timing, and possible market impact of Fund trades. It is theoretically possible that the portfolio manager could use this information to the advantage of other accounts he manages and to the possible detriment of the Fund. However, because the Fund seeks to track its benchmark based on published information about the benchmark index, much of this information is publicly available. Moreover, the Advisor has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time.

 

Investment Opportunities: The Advisor provides investment supervisory services for a number of investment products that have varying investment guidelines. The same portfolio management team works across all investment products. For some of these investment strategies, the Advisor may be compensated based on the profitability of the account. These incentive compensation structures may create a conflict of interest for the Advisor with regard to other client accounts where the Advisor is paid based on a percentage of assets in that the Advisor may have an incentive to allocate the investment opportunities that it believes might be the most profitable to the client accounts where they might share in investment gains. The Advisor has implemented policies and procedures in an attempt to ensure that investment opportunities are allocated in a manner that is fair and appropriate to the various investment strategies based on the firm’s investment strategy guidelines and individual client investment guidelines. When an investment opportunity is deemed appropriate for more than one strategy, allocations are generally made on a pro-rata basis.

 

Administrator, Fund Accountant and Transfer Agent

 

Ultimus Fund Solutions, LLC (“Ultimus”), 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, serves as the Administrator, Fund Accountant and Transfer Agent to the Fund pursuant to an Amended Mutual Fund Services Agreement (the “Fund Services Agreement”), effective as of June 29, 2016.

 

As Administrator, Ultimus assists in supervising all operations of the Fund (other than those performed by the Advisor under the Advisory Agreement). Ultimus has agreed to perform or arrange for the performance of the following services (under the Fund Services Agreement, Ultimus may delegate all or any part of its responsibilities thereunder):

 

–

prepares and assembles reports required to be sent to the Fund’s shareholders and arranges for the printing and dissemination of such reports;

 

	–	assembles reports required to be filed with the SEC and files such completed reports with the SEC;
	–	arranges for the dissemination to shareholders of the Fund’s proxy materials and oversees the tabulation of proxies;
	–	files the Fund’s federal income and excise tax returns and the Fund’s state and local tax returns;

 

 

	–	assists and advises the Fund regarding compliance with the 1940 Act and with its investment policies and limitations; and
	–	makes such reports and recommendations to the Board as the Board reasonably requests or deems appropriate.

 

As Fund Accountant, Ultimus maintains the accounting books and records for the Fund, including journals containing an itemized daily record of all purchases and sales of portfolio securities, all receipts and disbursements of cash and all other debits and credits, general and auxiliary ledgers reflecting all asset, liability, reserve, capital, income and expense accounts, including interest accrued and interest received, and other required separate ledger accounts. Ultimus also maintains a monthly trial balance of all ledger accounts; performs certain accounting services for the Fund, including calculation of the NAV per share, calculation of the dividend and capital gain distributions, reconciles cash movements with the Fund’s custodian, verifies and reconciles with the Fund’s custodian all daily trade activities; provides certain reports; obtains dealer quotations or prices from pricing services used in determining NAV; and prepares an interim balance sheet, statement of income and expense, and statement of changes in net assets for the Fund.

 

As Transfer Agent, Ultimus performs the following services in connection with the Fund’s shareholders: maintains records for each of the Fund’s shareholders of record; processes shareholder purchase and redemption orders; processes transfers and exchanges of shares of the Fund on the shareholder files and records; processes dividend payments and reinvestments; and assists in the mailing of shareholder reports and proxy solicitation materials.

 

Ultimus receives fees from the Fund for its services as Administrator, Fund Accountant and Transfer Agent, and is reimbursed for certain expenses assumed pursuant to the Fund Services Agreement. The fee payable to Ultimus is calculated daily and paid monthly based on the average daily net assets of the Fund, subject to a minimum fee per month. In addition, the Fund pays out-of-pocket expenses, including, but not limited to, postage and supplies. The Fund Services Agreement is renewed automatically for successive one-year periods, unless otherwise terminated as provided in the Fund Service Agreement.

 

For the three most recent fiscal years ended October 31, 2025, Ultimus received $63,950, $61,646 and $60,000 for Administration, Fund Accounting and Transfer Agent services pursuant to the Fund Services Agreement.

 

Distributor. Ultimus Fund Distributors, LLC (the “Distributor”), 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, is the exclusive agent for distribution of shares of the Fund. The Distributor is obligated to sell shares of the Fund on a best efforts basis only against purchase orders for the shares. Shares of the Fund are offered to the public on a continuous basis. The Distributor is compensated by the Fund through the Fund’s 12b-1 Plan for its services to the Trust under a written agreement for such services. The Distributor is an affiliate of Ultimus.

 

Custodian. U.S. Bank, N.A., 425 Walnut Street, Cincinnati, Ohio 45202, 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 a fee from the Fund based on the average net assets of the Fund held by the Custodian plus additional out of pocket and transaction expenses incurred by the Fund.

 

Independent Registered Public Accounting Firm. Cohen & Company, Ltd., 1835 Market Street, Suite 310, Philadelphia, Pennsylvania 19103, serves as the independent registered public accounting firm for the Fund and audits the annual financial statements. Cohen & Co Advisory, LLC, an affiliate of Cohen & Company, Ltd., prepares the Fund’s federal and state tax returns, and consults with the Fund on matters of accounting, and federal and state income taxation. A copy of the most recent annual report of the Fund will accompany this SAI whenever it is requested by a shareholder or prospective investor.

 

Legal Counsel. Practus, LLP, 11300 Tomahawk Creek, Suite 310, Leawood, Kansas 66211, serves as legal counsel to the Trust and the Fund.

 

 

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. 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. As stated in the Prospectus, share certificates are generally not issued.

 

Automatic Investment Plan (“AIP”). Shareholders may purchase shares through an AIP, which provides for regular, periodic purchases in accordance with the shareholder’s instructions and the transfer agent’s procedures. With the shareholder’s authorization, the transfer agent will process AIP purchases in the amount and frequency selected by the shareholder. The minimum automatic investment is $100. Shareholders may change or terminate AIP instructions at any time by contacting the transfer agent. Only bank accounts maintained at U.S. financial institutions may be used. The Fund and/or the transfer agent may modify, suspend, or terminate the AIP at any time.

 

Systematic Withdrawal Plan (“SWP”). Shareholders may redeem shares through an SWP, which provides for regular, periodic redemptions in accordance with the shareholder’s instructions and the transfer agent’s procedures. With the shareholder’s authorization, the transfer agent will process SWP redemptions in the amount and frequency selected by the shareholder. Shareholders may change or terminate SWP instructions at any time by contacting the transfer agent. The Fund and/or the transfer agent may modify, suspend, or terminate the SWP at any time. The Fund has the capacity of electronically depositing the proceeds of the systematic withdrawal directly to the shareholder’s personal bank account. Instructions for establishing this service are available by calling the Fund. If the shareholder prefers to receive his systematic withdrawal proceeds in cash, 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 “Redeeming Your Shares - Signature Guarantees” in the Prospectus). 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 Growth Fund

c/o Ultimus Fund Solutions, LLC

Regular/Express Mail

P.O. Box 46707

Cincinnati, OH 45246

 

-or-

 

Overnight Mail

225 Pictoria Drive, Suite 450

Cincinnati, OH 45246

 

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 that 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.

 

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: (i) the Fund name and existing account registration; (ii) signature(s) of the registered owner(s) exactly as the signature(s) appear(s) on the account registration; (iii) the new account registration, address, social security or taxpayer identification number and how dividends and capital gains are to be

 

 

distributed; (iv) signature guarantees (See the Prospectus under the heading “Redeeming Shares - Signature Guarantees”); and (v) 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.

 

DISCLOSURE OF PORTFOLIO HOLDINGS

 

The Trust has adopted a policy that governs the disclosure of portfolio holdings. This policy is intended to ensure that such disclosure is in the best interests of the shareholders of the Fund and to address possible conflicts of interest. Under the Fund’s policy, the Fund and the Advisor generally will not disclose the Fund’s portfolio holdings to a third party unless such information is also made available to the general public. The policy provides that the Fund and the Advisor may disclose non-public portfolio holdings information as required by law and under other limited circumstances that are set forth in more detail below.

 

The Fund will make available to the public a complete schedule of the Fund’s portfolio holdings on a fiscal quarter basis. This information is generally available within 60 days of the Fund’s fiscal quarter end and will remain available until the next fiscal quarter’s portfolio holdings report becomes available. You may obtain a copy of these quarterly portfolio holdings reports by calling the Fund at 1-800-430-3863. The Fund will also file its quarterly portfolio holdings reports with the SEC on Form N-CSR or Form N-PORT, as applicable. The Fund’s Forms N-CSR and Form N-PORT are available on the SEC’s website at http://www.sec.gov. Monthly portfolio holdings reports will be filed with the SEC on Form PORT and information reported on Form N-PORT for the third month of the Fund’s fiscal quarter will be made available 60 days after the end of the Fund’s fiscal quarter. In addition, the Fund’s portfolio holdings as of the end of the second and fourth fiscal quarter will be included with the semi-annual and annual financial statements, respectively, which are sent to shareholders and filed with the SEC on Form N-CSR.

 

The officers of the Fund and/or the Advisor may, from time to time, provide additional portfolio holdings information, including lists of the ten largest holdings and the complete portfolio holdings as of the end of each calendar quarter. The Fund will generally make this information available to the public on its website at http://www.chesapeakefunds.com within thirty days of the end of the calendar quarter and such information will remain available until new information for the next calendar quarter is posted. The Fund may also send this information to shareholders of the Fund and to mutual fund analysts and rating and trading entities; provided, however, that the Fund will not send this information to shareholders of the Fund or analysts or rating and/or trading entities until such information is at least 30 days old or until one day after such information has been publicly disclosed on the Fund’s website.

 

The Fund and/or the Advisor may share non-public portfolio holdings information with the Fund’s service providers that require such information for legitimate business and Fund oversight purposes, such as the Fund’s fund accountant and administrator, transfer agent, distributor, custodian, independent registered public accounting firm and legal counsel as identified in the Fund’s Prospectus and this SAI; Morgan Stanley & Co. Incorporated, with whom the Fund may potentially enter into securities lending transactions; Broadridge Financial Solutions, an investor communications, document management and proxy processing provider that the Fund may engage for mutual fund proxy distribution, voting, tabulation and solicitation services; and Blu Giant LLC, a financial printing, typesetting and edgarizing firm that the Fund may engage for, among other things, the edgarizing, typesetting, printing and/or distribution of regulatory and compliance documents. The Fund and/or Advisor may also provide non-public portfolio holdings information to appropriate regulatory agencies as required by applicable laws and regulations. The Fund’s service providers receiving such non-public information are subject to confidentiality obligations requiring such service providers to keep non-public portfolio holdings information confidential. Certain of the service providers have codes of ethics that prohibit trading based on, among other things, non-public portfolio holdings information.

 

The Fund currently does not provide non-public portfolio holdings information to any other third parties. In the future, the Fund may elect to disclose such information to other third parties if the officers of the Fund and/or the Advisor determine that the Fund has a legitimate business purpose for doing so and the recipient is subject to a duty of confidentiality. The Advisor is responsible for determining which other third parties have a legitimate business purpose for receiving the Fund’s portfolio holdings information.

 

The Fund’s policy regarding disclosure of portfolio holdings is subject to the continuing oversight and direction of the Trustees. The Advisor and Ultimus are required to report to the Trustees any known disclosure of the Fund’s portfolio holdings to unauthorized third parties. The Fund has not entered (and does not intend to enter) into any arrangement providing for the receipt of compensation or other consideration in exchange for the disclosure of non-public portfolio holdings information, other than the benefits that result to the Fund and its shareholders from providing such information, which include the publication of Fund ratings and rankings.

 

 

FINANCIAL STATEMENTS

 

The audited financial statements for the fiscal year ended October 31, 2025 are incorporated by reference and made a part of this document.

 

 

APPENDIX A – PROXY VOTING POLICIES

 

The following proxy voting policies are provided:

 

(1)

the Trust’s Proxy Voting and Disclosure Policy and

 

(2)

the Advisor’s Proxy Voting Policy, including a summary of the Advisor’s specific proxy voting guidelines.

 

THE CHESAPEAKE INVESTMENT TRUST

 

PROXY VOTING AND DISCLOSURE POLICY

 

I.

Introduction

 

Effective April 14, 2003, the Securities and Exchange Commission (“SEC”) adopted rule and form amendments under the Securities Act of 1933, the Securities Exchange Act of 1934, and the Investment Company Act of 1940 (“Investment Company Act”) to require registered management investment companies to provide disclosure about how they vote proxies for their portfolio securities. Effective July 1, 2024, the SEC adopted amendments to Form N-PX under the Investment Company Act to enhance information mutual funds report about their proxy votes and to make that information easier to analyze. Collectively, the 2003 rule and form amendments and the 2004 form amendments are referred to herein as the “IC Amendments”).

 

The IC Amendments require that The Chesapeake Investment Trust (“Trust”) and its series of shares, The Chesapeake Growth Fund (the “Fund”), disclose the policies and procedures used to determine how to vote proxies for portfolio securities. The IC Amendments also require the Fund to file with the SEC and to make available to their shareholders the specific proxy votes cast for portfolio securities.

 

This Proxy Voting and Disclosure Policy (“Policy”) is designed to ensure that the Fund complies with the requirements of the IC Amendments, and otherwise fulfills its obligations with respect to proxy voting, disclosure, and recordkeeping. The overall goal is to ensure that the Fund’s proxy voting is managed in an effort to act in the best interests of its shareholders. While decisions about how to vote must be determined on a case-by-case basis, proxy voting decisions will be made considering these guidelines and following the procedures recited herein.

 

II.

Specific Proxy Voting Policies and Procedures

 

A.

General

 

The Trust’s Board of Trustees (“Board”) believes that the voting of proxies is an important part of portfolio management as it represents an opportunity for shareholders to make their voices heard and to influence the direction of a company. The Trust and the Fund are committed to voting corporate proxies in the manner that best serves the interests of the Fund’s shareholders.

 

B.

Delegation to Fund’s Advisor

 

The Board believes that Gardner Lewis Asset Management L.P. (“Advisor”), as the Fund’s investment Advisor, is in the best position to make individual voting decisions for the Fund consistent with this Policy. Therefore, subject to the oversight of the Board, the Advisor is hereby delegated the following duties:

 

(1)

to make the proxy voting decisions for the Fund; and

 

(2)

to assist the Fund in disclosing the Fund’s proxy voting record as required by Rule 30b1-4 under the Investment Company Act, including providing the following information for each matter with respect to which the Fund was entitled to vote: (a) information identifying the matter voted on; (b) all categories applicable to the matter voted on from the list of categories included in Form N-PX Item 1(g); (c) whether the matter was proposed by the issuer or by a security holder; (d) the number of shares that were voted; (e) the number of shares loaned and not recalled, if applicable; (f) whether and how the Fund cast its vote and if votes were cast in multiple manners, the number of shares voted in each manner; and (g) whether the Fund cast its vote for or against management’s recommendation.

 

 

The Board, including a majority of the independent trustees of the Board, must approve the Advisor’s Proxy Voting and Disclosure Policy (“Advisor’s Voting Policy”) as it relates to the Fund. The Board must also approve any material changes to the Advisor’s Voting Policy no later than four (4) months after adoption by the Advisor.

 

C.

Conflicts

 

In cases where a matter with respect to which the Fund is entitled to vote presents a conflict between the interest of the Fund’s shareholders, on the one hand, and those of the Fund’s Advisor, principal underwriter, or an affiliated person of the Fund, its Advisor or principal underwriter, on the other hand, the Fund shall always vote in the best interest of the Fund’s shareholders. For purposes of this Policy, a vote shall be considered in the best interest of the Fund’s shareholders (i) when a vote is cast consistent with a specific voting policy as set forth in the Advisor’s Voting Policy, provided such specific voting policy was approved by the Board or (ii) when a vote is cast consistent with the decision of the Trust’s Proxy Voting Committee (as defined below). In addition, provided the Advisor is not affiliated with the Fund’s principal underwriter or an affiliated person of the principal underwriter and neither the Fund’s principal underwriter nor an affiliated person of the principal underwriter has influenced the Advisor with respect to a matter to which the Fund is entitled to vote, a vote by the Advisor shall not be considered a conflict between the Fund’s shareholders and the Fund’s principal underwriter or affiliated person of the principal underwriter.

 

III.

Fund Disclosure

 

A.

Disclosure of Fund Policies and Procedures With Respect to Voting Proxies Relating to Portfolio Securities

 

The Fund shall disclose this Policy, or a description of the policies and procedures of this Policy, to its shareholders. The Fund will notify shareholders in the Statement of Additional Information (the “SAI”) and the Fund’s shareholder reports that a description of this Policy is available upon request, without charge, by calling a specified toll-free telephone number, by reviewing the Fund’s website, if applicable, and by reviewing filings available on the SEC’s website at http://www.sec.gov. The Fund will send this description of the Fund’s Policy within three business days of receipt of any shareholder request, by first-class mail or other means designed to ensure equally prompt delivery.

 

B.

Disclosure of the Fund’s Complete Proxy Voting Record

 

In accordance with Rule 30b1-4 of the Investment Company Act, the Fund will file Form N-PX with the SEC no later than August 31 of each year. The Fund shall disclose to its shareholders on Form N-PX the Fund’s complete proxy voting record for the twelve-month period ended June 30.

 

The following information must be collected for the Trust separately for the Fund in order to complete and file Form N-PX:

 

(a)

The name of the issuer of the security;

 

(b)

The Council on Uniform Securities Identification Procedures (“CUSIP”) number for the security;

 

(c)

The International Securities Identification Number (“ISIN”) for the security;

 

(d)

The global share class Financial Instrument Global Identifier (“FIGI”) for the security (optional);

 

(e)

The shareholder meeting date;

 

(f)

An identification of the matter voted on;

 

(g)

All categories applicable to the matter voted on from the following list of categories:

 

(A)

Director elections;

 

(B)

Section 14A say-on-pay votes (examples: section 14A executive compensation, section 14A executive compensation vote frequency, section 14A extraordinary transaction executive compensation);

 

(C)

Audit-related (examples: auditor ratification, auditor rotation);

 

 

(D)

Investment company matters (examples: new or changed investment management agreement, assignment of investment management agreement, business development company approval of restricted securities or asset coverage ratio change, closed-end investment company issuance of shares below net asset value);

 

(E)

Shareholder rights and defenses (examples: adoption or modification of a shareholder rights plan, control share acquisition provisions, fair price provisions, board classification, cumulative voting);

 

(F)

Extraordinary transactions (examples: merger, asset sale, liquidation, buyout, joint venture, going private, spinoff, delisting);

 

(G)

Capital structure (examples: security issuance, stock split, reverse stock split, dividend, buyback, tracking stock, adjustment to par value, authorization of additional stock);

 

(H)

Compensation (examples: board compensation, executive compensation (other than Section 14A say-on-pay), board or executive anti-hedging, board or executive anti- pledging, compensation clawback, 10b5-1 plans);

 

(I)

Corporate governance (examples: term limits, board committee issues, size of board, articles of incorporation or bylaws, codes of ethics, approval to adjourn, acceptance of minutes, proxy access);

 

(J)

Environment or climate (examples: greenhouse gas (GHG) emissions, transition planning or reporting, biodiversity or ecosystem risk, chemical footprint, renewable energy or energy efficiency, water issues, waste or pollution, deforestation or land use, say-on-climate, environmental justice);

 

(K)

Human rights or human capital/workforce (examples: workforce-related mandatory arbitration, supply chain exposure to human rights risks, outsourcing or offshoring, workplace sexual harassment);

 

(L)

Diversity, equity, and inclusion (examples: board diversity, pay gap);

 

(M)

Other social issues (examples: lobbying, political or charitable activities, data privacy, responsible tax policies, consumer protection); or

 

(N)

Other (along with a brief description).

 

(h)

For reports filed by Funds, disclose whether the matter was proposed by the issuer or by a security holder;

 

(i)

The number of shares that were voted, with the number zero (“0”) entered if no shares were voted;

 

(j)

The number of shares that the reporting person loaned and did not recall;

 

(k)

How the shares in paragraph (i) were voted (e.g., for or against proposal, or abstain; for or withhold regarding election of directors) and, if the votes were cast in multiple manners (e.g., for and against), the number of shares voted in each manner;

 

(l)

Whether the votes disclosed in paragraph (k) represented votes for or against management’s recommendation;

 

(m)

If applicable, identify each Institutional Manager on whose behalf this Form N-PX report is being filed (other than the reporting person filing the report) that exercised voting power over the security by entering the number assigned to the Institutional Manager on the Summary Page;

 

(n)

If applicable, identify the Series that was eligible to vote the security by providing the Series identification number listed on the Summary Page; and

 

(o)

Any other information the reporting person would like to provide about the matter or how it voted.

 

 

The Fund shall make its proxy voting record available to shareholders either upon request or by making available an electronic version on or through the Fund’s website, if applicable. If the Fund discloses its proxy voting record on or through its website, the Fund shall post the information disclosed in the Fund’s most recently filed report on Form N-PX on the website beginning the same day it files such information with the SEC.

 

The Fund shall also include in its annual reports, semi-annual reports and SAI a statement that information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available (1) without charge upon request, by calling a specified toll-free (or collect) telephone number, or (if applicable) on or through the Fund’s website at a specified Internet address; and (2) on the SEC’s website at https://www.sec.gov. If the Fund discloses that its proxy voting record is available by calling a toll-free (or collect) telephone number, it shall send the information disclosed in the Fund’s most recently filed report on Form N-PX within three business days of receipt of a request for this information, by first-class mail or other means designed to ensure equally prompt delivery.

 

IV.

Recordkeeping

 

The Trust shall keep the following records for a period of at least five years, the first two in an easily accessible place:

 

(i)

A copy of this Policy;

 

(ii)

Proxy statements received regarding the Fund’s securities;

 

(iii)

Records of votes cast on behalf of the Fund; and

 

(iv)

A record of each shareholder request for proxy voting information and the Fund’s response, including the date of the request, the name of the shareholder, and the date of the response.

 

The foregoing records may be kept as part of the Advisor’s records.

 

The Fund may rely on proxy statements filed on the SEC EDGAR system instead of keeping its own copies, and may rely on proxy statements and records of proxy votes cast by the Fund’s Advisor that are maintained with a third party such as a proxy voting service, provided that an undertaking is obtained from the third party to provide a copy of the documents promptly upon request.

 

V.

Proxy Voting Committee

 

A.

General

 

The proxy voting committee of the Trust (“Proxy Voting Committee”) shall be composed entirely of independent trustees of the Board and may be comprised of one or more such independent trustees as the Board may, from time to time, decide. The purpose of the Proxy Voting Committee shall be to determine how the Fund should cast its vote, if called upon by the Board or the Advisor, when a matter with respect to which the Fund is entitled to vote presents a conflict between the interest of the Fund’s shareholders, on the one hand, and those of the Fund’s Advisor, principal underwriter, or an affiliated person of the Fund, its Advisor or principal underwriter, on the other hand.

 

B.

Powers and Methods of Operation

 

The Proxy Voting Committee shall have all the powers necessary to fulfill its purpose as set forth above and such other powers and perform such other duties as the Board may, from time to time, grant and/or assign the Proxy Voting Committee. The Proxy Voting Committee shall meet at such times and places as the Proxy Voting Committee or the Board may, from time to time, determine. The act of a majority of the members of the Proxy Voting Committee in person, by telephone conference or by consent in writing without a meeting shall be the act of the Proxy Voting Committee. The Proxy Voting Committee shall have the authority to utilize Trust counsel at the expense of the Trust if necessary. The Proxy Voting Committee shall prepare minutes of each meeting and keep such minutes with the Trust’s records. The Proxy Voting Committee shall review this Policy and recommend any changes to the Board as it deems necessary or advisable.

 

VI.

Other

 

This Policy may be amended, from time to time, as determined by the Board.

 

Adopted as of this 1st day of July, 2003; revised March 1, 2009 and December 12, 2023.

 

 

PROXY VOTING POLICY

 

It is the intent of Gardner Lewis Asset Management (“Gardner Lewis” or the “Firm”) to vote proxies in the best interests of the Firm’s clients. In order to facilitate this proxy voting process, Gardner Lewis receives proxy voting and corporate governance advice from Glass Lewis & Co. (“Glass Lewis”) to assist in the due diligence process related to making appropriate proxy voting decisions related to client accounts. Corporate actions are monitored by Gardner Lewis’ operations and research staff through information received from Glass Lewis regarding upcoming issues.

 

Clients with separately managed accounts may request a copy of this policy or reports detailing how proxies relating to their securities were voted by contacting the advisor directly.

 

Gardner Lewis reserves the right to amend and revise this policy without notice at any time.

 

GLASS LEWIS

 

Glass Lewis is an independent investment adviser that specializes in providing a variety of fiduciary level proxy related services to institutional investment managers, plan sponsors, custodians, consultants, and other institutional investors. Glass Lewis is not related to Gardner Lewis in any manner. Unless otherwise directed by clients, the Firm utilizes the Glass Lewis Investment Manager Guidelines (the “Glass Lewis Guidelines”) for all non-Merger Arbitrage Accounts. Due to their investment strategy, Merger Arbitrage account shares are generally voted in favor of the merger closing. In addition, the Firm accommodates requests from clients to vote proxies for their accounts in compliance with a Taft Hartley policy. In the vast majority of circumstances, other than the Merger Arbitrage strategies, proxy issues are voted in accordance with Glass Lewis recommendations.

 

The Firm has also appointed a group of senior level employees to act as a Proxy Committee (“Proxy Committee”). In those circumstances where the Portfolio Manager or Analyst who covers a security for the Firm determines that they wish to vote contrary to Glass Lewis’ recommendations, the Proxy Committee reviews the issue and makes the final decision regarding how shares will be voted. In evaluating issues, the Proxy Committee may consider information from Glass Lewis, the Analyst/Portfolio Manager, the management of the subject company, and shareholder groups.

 

CONFLICTS OF INTEREST

 

As stated above, the Proxy Committee reviews all of those issues where the Firm’s internal research staff believes that proxies should be voted contrary to Glass Lewis Guidelines. The Proxy Committee’s review is intended to determine if a material conflict of interest exists that should be considered in the vote decision. The Proxy Committee examines business, personal and familial relationships with the subject company and/or interested parties. If a conflict of interest is believed to exist, the Proxy Committee will direct that the proxy issue must be voted in accordance with Glass Lewis Guidelines or may request that the Fund’s Proxy Voting Committee, which is made up of independent trustees, make a recommendation. If Glass Lewis is unable to make a recommendation then the Firm’s internal Proxy Committee will direct the voting of such shares.

 

VOTING PROCEDURES

 

The Firm utilizes Broadridge Financial Solutions, Inc. (“Broadridge”), an outside voting agent service, to cast and record all client votes, and Glass Lewis to provide independent advice on corporate governance, proxy and corporate responsibility issues.

 

 

When a new account is opened where the Firm is responsible for voting proxies, a letter is sent to Broadridge informing them that they will act as our proxy voting agent for that account. The Firm notifies Broadridge and provides a daily holdings file on each account, which is uploaded into Broadridge’s proprietary software.

 

The voting decisions are forwarded to the Firm’s Proxy Administrator for voting through Broadridge’s interactive web voting feature.

 

The Firm may enter into client agreements that govern the manner in which the Firm votes proxies on behalf of its clients. These agreements may provide that the client has retained discretion with respect to proxies or has delegated discretion to another party. In such cases, the terms of these agreements will govern the manner in which the Firm treats proxies related to these client accounts.

 

The Firm votes most proxies for clients where voting authority has been given to the adviser by the client. However, in some circumstances the adviser may decide not to vote some proxies if they determine that voting such proxies is not in the client’s best interests. For example, the adviser may choose not to vote routine matters if shares would need to be recalled in a stock loan program. The Firm will not vote proxies for legacy securities held in a new client account previously managed by another manager that the adviser intends to sell, proxies for securities held in an unsupervised portion of a client’s account, proxies that are subject to blocking restrictions, proxies that require the adviser to travel overseas in order to vote, or, proxies that are written in a language other than English.

 

RECORD RETENTION

 

The Firm retains records relating to proxy voting policies and procedures, proxy statements received for client securities (the adviser may rely on filings made on Edgar or its voting service to maintain this record), records of votes cast on behalf of clients, records of client requests for proxy voting info, documents prepared by the adviser that were material to making a proxy voting decision or memorialized the basis for the decisions. All such records will be maintained as required by applicable laws and regulations.

 

VOTING GUIDELINES

 

Below are the current Glass Lewis Guidelines that provide general voting parameters on various types of issues when there are no extenuating circumstances. As discussed above, in the vast majority of circumstances proxy issues will be voted in accordance with the Glass Lewis Guidelines.

 

The Glass Lewis Guidelines are designed to maximize returns for investment managers by voting in a manner consistent with such managers’ active investment decision-making. The Glass Lewis Guidelines are designed to increase investor’s potential financial gain through the use of the shareholder vote while also allowing management and the board discretion to direct the operations, including governance and compensation, of the Firm.

 

The guidelines will ensure that all issues brought to shareholders are analyzed in light of the fiduciary responsibilities unique to investment advisers and investment companies on behalf of individual investor clients including mutual fund shareholders. The guidelines will encourage the maximization of return for such clients through identifying and avoiding financial, audit and corporate governance risks.

 

Management Proposals

 

Election of Directors

 

In analyzing directors and boards, Glass Lewis’ Guidelines generally support the election of incumbent directors except when a majority of the company’s directors are not independent or where directors fail to attend at least 75% of board and committee meetings. In a contested election, Gardner Lewis will apply the recommendation under the Glass Lewis Guidelines.

 

 

Auditor

 

The Glass Lewis Guidelines will generally support auditor ratification except when the non-audit fees exceed the audit fees paid to the auditor.

 

Compensation

 

Glass Lewis recognizes the importance in designing appropriate executive compensation plans that truly reward pay for performance. Glass Lewis evaluates equity compensation plans based upon their specific features and will vote against plans than would result in total overhang greater than 20% or that allow the repricing of options without shareholder approval.

 

The Glass Lewis Guidelines will follow the general Glass Lewis recommendation when voting on management advisory votes on compensation (“say-on-pay”) and on executive compensation arrangements in connection with merger transactions (i.e., golden parachutes). Further, the Glass Lewis Guidelines will follow the Glass Lewis recommendation when voting on the preferred frequency of advisory compensation votes.

 

Authorized Shares

 

Having sufficient available authorized shares allows management to avail itself of rapidly developing opportunities as well as to effectively operate the business. However, Glass Lewis believes that for significant transactions management should seek shareholders approval to justify the use of additional shares. Therefore shareholders should not approve the creation of a large pool of unallocated shares without some rational of the purpose of such shares. Accordingly, where Glass Lewis finds that the company has not provided an appropriate plan for use of the proposed shares, or where the number of shares far exceeds those needed to accomplish a detailed plan, Glass Lewis typically votes against the authorization of additional shares. Glass Lewis also votes against the creation of or increase in (i) blank check preferred shares and (ii) dual or multiple class capitalizations.

 

Shareholder Rights

 

Glass Lewis Guidelines will generally support proposals increasing or enhancing shareholder rights such as declassifying the board, allowing shareholders to call a special meeting, eliminating supermajority voting and adopting majority voting for the election of directors. Similarly, the Glass Lewis Guidelines will generally vote against proposals to eliminate or reduce shareholder rights.

 

Mergers/Acquisitions

 

Glass Lewis undertakes a thorough examination of the economic implications of a proposed merger or acquisition to determine the transaction’s likelihood of maximizing shareholder return. Glass Lewis examines the process used to negotiate the transaction as well as the terms of the transaction in making its voting recommendation.

 

Shareholder Proposals

 

Glass Lewis reviews and votes on shareholder proposals on a case-by-case basis. Glass Lewis recommends supporting shareholder proposals if the requested action would increase shareholder value, mitigate risk or enhance shareholder rights but generally recommend voting against those that would not ultimately impact performance.

 

 

Governance

 

The Glass Lewis Guidelines will support reasonable initiatives that seek to enhance shareholder rights, such as the introduction of majority voting to elect directors, elimination in/reduction of supermajority provisions, the declassification of the board and requiring the submission of shareholder rights’ plans to a shareholder vote. The Glass Lewis Guidelines generally support reasonable, well targeted proposals to allow increased shareholder participation at shareholder meetings through the ability to call special meetings and ability for shareholders to nominate director candidates to a company’s board of directors. However, the Glass Lewis Guidelines will vote against proposals to require separating the roles of CEO and chairman.

 

Compensation

 

The Glass Lewis Guidelines will generally oppose any shareholder proposals seeking to limit compensation in amount or design. However, the Glass Lewis Guidelines will vote for reasonable and properly-targeted shareholder initiatives such as to require shareholder approval to reprice options, to link pay with performance, to eliminate or require shareholder approval of golden coffins, to allow a shareholder vote on excessive golden parachutes (i.e., greater than 2.99 times annual compensation) and to clawback unearned bonuses. The Glass Lewis Guidelines will vote against requiring companies to allow shareholders an advisory compensation vote.

 

Environment

 

Glass Lewis Guidelines vote against proposals seeking to cease a certain practice or take certain action related to a company’s activities or operations with environmental. Further, the Glass Lewis Guidelines generally vote against proposals regarding enhanced environment disclosure and reporting, including those seeking sustainability reporting and disclosure about company’s greenhouse gas emissions, as well as advocating compliance with international environmental conventions and adherence to environmental principles like those promulgated by CERES.

 

Social

 

Glass Lewis Guidelines generally oppose proposals requesting companies adhere to labor or worker treatment codes of conduct, such as those espoused by the International Labor Organization, relating to labor standards, human rights conventions and corporate responsibility at large conventions and principles. The Glass Lewis Guidelines will also vote against proposals seeking disclosure concerning the rights of workers, impact on local stakeholders, workers’ rights and human rights in general. Furthermore, the Glass Lewis Guidelines oppose increased reporting and review of a company’s political and charitable spending as well as its lobbying practices.

 

DISCLOSURE AND REPORTING

 

Gardner Lewis will disclose in its Form ADV Part 2 that clients may contact the Chief Compliance Officer via e-mail or telephone in order to obtain information on how Gardner Lewis voted such client’s proxies, and to request a copy of these policies and procedures. If a client requests this information, the Chief Compliance Officer will prepare a written response to the client that lists, with respect to each voted proxy that the client has inquired about, (1) the name of the issuer; (2) the proposal voted upon and (3) how the Adviser voted the client’s proxy.

 

A concise summary of these Proxy Voting Policies and Procedures will be included in Gardner Lewis’s Form ADV Part 2, and will be updated whenever these policies and procedures are updated.

 

 

Gardner Lewis will comply with requirements of Form N-PX under the Investment Company Act of 1940, as amended, and the Securities Act of 1934, as amended, effective as of July 1, 2024.

 

Gardner Lewis will report how it voted proxies relating to executive compensation (“say-on-pay”) matters annually on Form N-PX no later than August 31 of each year for the most recent 12-month period ended June 30, as required by Rule 14Ad-1 under the Securities Act of 1934, as amended.

 

 

APPENDIX B

 

Nominating Committee Charter

 

The Chesapeake Investment Trust

 

Nominating Committee Membership

 

1.

The Nominating Committee of The Chesapeake Investment Trust (the “Trust”) shall be composed entirely of Independent Trustees.

 

Board Nominations and Functions

 

	1.	The Committee shall make nominations for Trustee membership on the Board of Trustees, including the Independent Trustees. The Committee shall evaluate candidates’ qualifications for Board membership and their independence from the investment advisers to the Trust’s series portfolios and the Trust’s other principal service providers. Persons selected as Independent Trustees must not be an “interested person” as that term is defined in the Investment Company Act of 1940, nor shall Independent Trustee have and affiliations or associations that shall preclude them from voting as an Independent Trustee on matters involving approvals and continuations of Rule 12b-1 Plans, Investment Advisory Agreements and such other standards as the Committee shall deem appropriate. The Committee shall also consider the effect of any relationships beyond those delineated in the 1940 Act that might impair independence, e.g., business, financial or family relationships with managers or service providers. See Appendix A for Procedures with Respect to Nominees to the Board.

	2.	The Committee shall periodically review Board governance procedures and shall recommend any appropriate changes to the full Board of Trustees.

	3.	The Committee shall periodically review the composition of the Board of Trustees to determine whether it may be appropriate to add individuals with different backgrounds or skill sets from those already on the Board.

4.

The Committee shall periodically review trustee compensation and shall recommend any appropriate changes to the Independent Trustees as a group.

 

Committee Nominations and Functions

 

	1.	The Committee shall make nominations for membership on all committees and shall review committee assignments at least annually.

2.

The Committee shall review, as necessary, the responsibilities of any committees of the Board, whether there is a continuing need for each committee, whether there is a need for additional committees of the Board, and whether committees should be combined or reorganized. The Committee shall make recommendations for any such action to the full Board.

 

Other Powers and Responsibilities

 

1.

The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to retain special counsel and other experts or consultants at the expense of the Trust.

 

2.

The Committee shall review this Charter at least annually and recommend any changes to the full Board of Trustees.

 

Adopted:

March 7, 2016

 

 

APPENDIX A TO THE NOMINATING COMMITTEE CHARTER

 

THE CHESAPEAKE INVESTMENT TRUST

 

PROCEDURES WITH RESPECT TO NOMINEES TO THE BOARD

 

	I.	Identification of Candidates. When a vacancy on the Board of Trustees exists or is anticipated, and such vacancy is to be filled by an Independent Trustee, the Nominating Committee shall identify candidates by obtaining referrals from such sources as it may deem appropriate, which may include current Trustees, management of the Trust, counsel and other advisors to the Trustees, and shareholders of the Trust who submit recommendations in accordance with these procedures. In no event shall the Nominating Committee consider as a candidate to fill any such vacancy an individual recommended by any investment adviser of any series portfolio of the Trust, unless the Nominating and Committee has invited management to make such a recommendation.

	II.	Shareholder Candidates. The Nominating Committee shall, when identifying candidates for the position of Independent Trustee, consider any such candidate recommended by a shareholder if such recommendation contains: (i) sufficient background information concerning the candidate, including evidence the candidate is willing to serve as an Independent Trustee if selected for the position; and (ii) is received in a sufficiently timely manner as determined by the Nominating Committee in its discretion. Shareholders shall be directed to address any such recommendations in writing to the attention of the Nominating Committee, c/o the Secretary of the Trust. The Secretary shall retain copies of any shareholder recommendations which meet the foregoing requirements for a period of not more than 12 months following receipt. The Secretary shall have no obligation to acknowledge receipt of any shareholder recommendations.

III.

Evaluation of Candidates. In evaluating a candidate for a position on the Board of Trustees, including any candidate recommended by shareholders of the Trust, the Nominating Committee shall consider the following: (i) the candidate’s knowledge in matters relating to the mutual fund industry; (ii) any experience possessed by the candidate as a director or senior officer of public companies; (iii) the candidate’s educational background; (iv) the candidate’s reputation for high ethical standards and professional integrity; (v) any specific financial, technical or other expertise possessed by the candidate, and the extent to which such expertise would complement the Board’s existing mix of skills, core competencies and qualifications; (vi) the candidate’s perceived ability to contribute to the ongoing functions of the Board, including the candidate’s ability and commitment to attend meetings regularly and work collaboratively with other members of the Board; (vii) the candidate’s ability to qualify as an Independent Trustee and any other actual or potential conflicts of interest involving the candidate and the Trust; and (viii) such other factors as the Nominating Committee determines to be relevant in light of the existing composition of the Board and any anticipated vacancies. Prior to making a final recommendation to the Board, the Nominating Committee shall conduct personal interviews with those candidates it concludes are the most qualified candidates.

 

Part C

OTHER INFORMATION

 

ITEM 28. EXHIBITS

 

(a)(1)	Agreement and Declaration of Trust-Chesapeake Investment Trust.7
(a)(2)	Amended Declaration of Trust.6
(b)(1)	By-Laws-Chesapeake Investment Trust.6
(c)	Certificates for shares are not issued. Provisions of the Declaration of Trust and Bylaws define the rights of holders of shares of the Trust.
(d)(1)	Investment Advisory Agreement for Chesapeake Investment Trust - Chesapeake Growth Fund (previously Chesapeake Core Growth Fund) between the Registrant and Gardner Lewis Asset Management, L.P.6
(e)(1)	Distribution Agreement between the Registrant and Ultimus Fund Distributors, LLC.12
(e)(2)	Form of Dealer’s Agreement.3
(f)	Not Applicable.
(g)(1)	Custody Agreement between the Registrant and U.S. Bank, N.A.2
(g)(2)	First Amendment to Custody Agreement between the Registrant and U.S. Bank, N.A. 5
(g)(3)	Second Amendment to Custody Agreement between the Registrant and U.S. Bank, N.A.7
(h)(1)	Mutual Fund Services Agreement as amended November 14, 2018 between Registrant and Ultimus Fund Solutions, LLC.9
(h)(2)	Second Amendment to Mutual Fund Services Agreement10
(i)(1)	Legal Opinion and Consent of Practus, LLP, Counsel.12
(i)(2)	Legal Opinion of The Law Offices of John H. Lively & Associates, Inc., Counsel, with respect to the Federal Income Tax Consequences of the Reorganization of the Chesapeake Growth Fund into the Chesapeake Core Growth Fund, a series of a Delaware Statutory Trust. 6
(j)(1)	Consent of Cohen & Company, Ltd.12
(k)	Not applicable.
(l)	Not applicable.
(m)	Distribution Plan under Rule 12b-1 for the Registrant regarding Chesapeake Growth Fund (previously Chesapeake Core Growth Fund).8

 

(p)(1)	Amended and Restated Code of Ethics for the Registrant.2

 

(p)(2)	Amended and Restated Code of Ethics for Gardner Lewis Asset Management L.P.3
(p)(3)	Code of Ethics of Ultimus Fund Distributors, LLC.11
(q)(1)	Powers of Attorney.11

 

 

2.	Incorporated herein by reference to Registrant's Registration Statement Post-Effective Amendment No. 32 on Form N-1A filed on February 28, 2008 (File No. 33-53800).
3.	Incorporated herein by reference to Registrant's Registration Statement Post-Effective Amendment No. 33 on Form N-1A filed on March 2, 2009 (File No. 33-53800).
5.	Incorporated herein by reference to Registrant's Registration Statement Post-Effective Amendment No. 40 on Form N-1A filed on February 28, 2013 (File No. 33-53800).
6.	Incorporated herein by reference to Registrant's Registration Statement Post-Effective Amendment No. 51 on Form N-1A filed on June 29, 2016 (File No. 33-53800).
7.	Incorporated herein by reference to Registrant's Registration Statement Post-Effective Amendment No. 53 on Form N-1A filed on February 28, 2017 (File No. 33-53800).
8.	Incorporated herein by reference to Registrant's Registration Statement Post-Effective Amendment No. 55 on Form N-1A filed on February 28, 2018 (File No. 33-53800).
9.	Incorporated herein by reference to Registrant's Registration Statement Post-Effective Amendment No. 57 on Form N-1A filed on February 28, 2019 (File No. 33-53800)
10.	Incorporated herein by reference to Registrant's Registration Statement Post-Effective Amendment No. 59 on Form N-1A filed on February 28, 2020 (File No. 33-53800)
11.	Incorporated herein by reference to Registrant's Registration Statement Post-Effective Amendment No. 65 on Form N-1A filed on February 28, 2024 (File No. 33-53800)
12.	Filed herewith.

 

ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE REGISTRANT

 

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

  

ITEM 30. INDEMNIFICATION

The 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 corporation, partnership, joint venture, trust or other enterprise shall 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 corporation, partnership, joint venture, trust or other 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 VIII 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 or proceeding arising from an act or omission or alleged act or omission, whether occurring before or after the adoption of Article VIII of the Registrant's Bylaws.

 

In addition to foregoing statements, the Registrant has entered into an Investment Advisory Agreement with its investment advisor and a Distribution Agreement with its principal underwriter. These agreements provide indemnification for the respective investment advisor, principal underwriter and their affiliates. Some of these persons may also be serving as trustees and officers of the Trust.

  

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended ("Act"), may be permitted to trustees, officers and controlling persons of the Registrant by the Registrant pursuant to the Declaration of Trust or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission (the “Commission”), such indemnification is against public policy as expressed in the Act and, therefore, is unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by trustees, officers or controlling persons of the Registrant in connection with the successful defense of any act, suit or proceeding) is asserted by such trustees, officers or controlling persons in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issues.

 

ITEM 31. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISOR

 

Gardner Lewis Asset Management L.P. serves as the investment adviser to the series of the Registrant (the “Advisor”). See the section entitled "Management of the Fund – Investment Advisor" in the Prospectus and Statement of Additional Information for the Fund and the 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 Advisor who serve 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 Advisor currently serves as investment advisor to numerous institutional and individual clients.

 

ITEM 32. PRINCIPAL UNDERWRITERS

 

(a) Ultimus Fund Distributors, LLC (the “Distributor”) serves as the principal underwriter for the Registrant. The Distributor also acts as principal underwriter for the following registered investment companies:

 

 

The Distributor also acts as the principal underwriter for the following other investment companies:   Hussman Investment Trust Schwartz Investment Trust Williamsburg Investment Trust The Investment House Funds Chesapeake Investment Trust The Cutler Trust CM Advisors Family of Funds Papp Investment Trust Eubel Brady & Suttman Mutual Fund Trust Conestoga Funds Centaur Mutual Funds Trust Caldwell & Orkin Funds, Inc. Ultimus Managers Trust Oak Associates Funds Segall Bryant & Hamill Trust Yorktown Funds Bruce Fund, Inc. Commonwealth International Series Trust Capitol Series Trust Unified Series Trust Valued Advisers Trust HC Capital Trust New Age Alpha Funds Trust New Age Alpha Variable Funds Trust OneFund Trust VELA Funds Waycross Independent Trust Volumetric Fund MSS Series Trust Connors Funds Cantor Select Portfolios Trust James Advantage Funds Johnson Mutual Funds XD Fund Trust Exchange Place Advisors Trust WesMark Funds Plumb Funds Peachtree Alternative Strategies Fund Lind Capital Partners Municipal Credit Income Fund Fairway Private Equity & Venture Capital Opportunities Fund Fairway Private Markets Fund Dynamic Alternatives Fund Cantor Fitzgerald Infrastructure Fund Flat Rock Enhanced Income Fund Beacon Pointe Multi-Alternative Fund Axxes Private Markets Fund Axxes Opportunistic Credit Fund MidBridge Private Markets Fund Flat Rock Core Income Fund Flat Rock Opportunity Fund Booster Income Opportunities Fund OneAscent Capital Opportunities Fund CAZ Strategic Opportunities Fund 83 Investment Group Income Fund Private Debt & Income Fund Prospect Enhanced Yield Fund Sardis Credit Opportunities Fund PennantPark Enhanced Income Fund

 

(b) The table below provides information for each director, officer or partner of the Distributor:

 

Name and Principal	Positions with Principal Underwriter	Positions with Registrant
Kevin M. Guerette	President	None
Stephen L. Preston	Senior Vice President, Chief Compliance Officer, Financial Operations Principal, and Anti-Money Laundering Compliance Officer	Assistant Vice President and AML Compliance Officer
Melvin Van Cleave	Chief Information Securities Officer	None
Douglas K. Jones	Vice President	None

 

The address of all of the above-named persons is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246.

 

(c) Not Applicable.

 

 

 

ITEM 33. LOCATION OF ACCOUNTS AND RECORDS

 

The majority of the accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder are maintained at the offices of the Trust’s administrator, accounting and transfer agent service provider, Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246. The records required to be maintained under Rule 31a-1(b)(1) with respect to journals of receipts and deliveries of securities and receipts and disbursements of cash are maintained at the offices of the Registrant’s custodian, U.S. Bank N.A., 425 Walnut Street, Cincinnati, Ohio 45202. The records required to be maintained under Rule 31a-1 (b)(5), (6) and (9) are maintained at the offices of the Registrant’s investment adviser, Gardner Lewis Asset Management L.P., 285 Wilmington-West Chester Pike, Chadds Ford, Pennsylvania 19317.

 

ITEM 34. MANAGEMENT SERVICES

 

Not Applicable.

 

ITEM 35. UNDERTAKINGS

 

Not Applicable.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all the requirements for effectiveness of this registration statement under Rule 485(b) of the Securities Act and has duly caused this Post-Effective Amendment No. 67 to the Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Chadds Ford and State of Pennsylvania, on the 27th day of February, 2026.

 

	Chesapeake Investment Trust
	(Registrant)
	/s/ W. Whitfield Gardner
	W. Whitfield Gardner
	Chairman of the Board of Trustees, Chief Executive Officer and President

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 67 to the Registration Statement has been signed below by the following persons in the capacities and on the 27th day of February, 2026:

 

/s/ W. Whitfield Gardner			Chairman and Chief Executive Officer
W. Whitfield Gardner
/s/ Angela A. Simmons			Treasurer, Chief Financial Officer and
Angela A. Simmons			Principal Accounting Officer
*			Trustee
Theo H. Pitt, Jr.
*			Trustee
James H. Speed, Jr.
By:	/s/ Jesse Hallee
	Jesse Hallee Attorney-in-Fact*

 

 

CHESAPEAKE INVESTMENT TRUST

EXHIBIT INDEX

 

(FOR POST-EFFECTIVE AMENDMENT NO. 67)

 

Exhibit
(e)(1)	Distribution Agreement between the Registrant and Ultimus Fund Distributors, LLC.
28(i)(1)	Consent of Practus, LLP, Counsel
28(j)(1)	Consent of Cohen & Company, Ltd.

 

 

ATTACHMENTS / EXHIBITS

XBRL SCHEMA FILE

XBRL DEFINITION FILE

XBRL LABEL FILE

XBRL PRESENTATION FILE

ex99e1.htm

ex99i.htm

ex99j.htm

IDEA: chesapeakegrowth_485b_htm.xml

IDEA: R1.htm

IDEA: R2.htm

IDEA: R3.htm

IDEA: R4.htm

IDEA: R5.htm

IDEA: R6.htm

IDEA: R7.htm

IDEA: R8.htm

IDEA: R9.htm

IDEA: R10.htm

IDEA: R11.htm

IDEA: FilingSummary.xml

IDEA: MetaLinks.json

---

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

---

You May Also Be Interested In

• Sequentum Cloud Wins 2026 CODiE Award for Best No-Code/Low-Code Platform
• AM Best Comments on Credit Ratings of Vantage Group Holdings Ltd.’s Members Following the Appointment of New Leadership
• MDT Introduces TMR1370 Ultra-Low-Power Magnetic Switch IC Enabling More Than Two Years of Standby Operation in CGM Devices