Exhibit 99.77C


Sub-Item 77C:  Submission of matters to a vote of security holders


A special  meeting  of the  shareholders  of The  Chesapeake  Core  Growth  Fund
("Fund"), a series of the Gardner Lewis Investment Trust ("Trust"),  was held at
the offices of NC Shareholder Services,  LLC, in Rocky Mount, North Carolina, on
Thursday, May 30, 2002, at 10:00 a.m.


At this special meeting, the shareholders voted on the following items:

  1. To approve a Plan of Distribution Pursuant to Rule 12b-1 for the Fund.

     The shareholders of the Trust entitled to vote at the special meeting voted
     as follows on this item:

                 Votes For                    Votes Against
                 ---------                    -------------
               1,302,647.082                   19,517.847



  2. To approve an amendment to the Fund's  fundamental  investment  limitations
     concerning  the lending of securities.  Under the  amendment,  the Fund may
     lend  portfolio  securities in an amount up to 25% of the total Fund assets
     to certain entities which the Advisor has determined are creditworthy under
     guidelines established by the Board of Trustees of the Trust.

     The shareholders of the Trust entitled to vote at the special meeting voted
     as follows on this item:

                 Votes For                    Votes Against
                 ---------                    -------------
               1,308,318.082                   13,847.847