BERKSHIRE CAPITAL INVESTMENT TRUST
N-30D, 1998-09-21
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                      BERKSHIRE CAPITAL INVESTMENT TRUST
                    Berkshire Capital Growth & Value Fund

                                     1998
                               Semi-Annual Report










<PAGE>









                               TABLE OF CONTENTS



                                                                    Page
                                                                    ----

    Letter to Shareholders ........................................   1
    Performance Graph .............................................   4
    Portfolio Snapshot ............................................   4
    Schedule of Investments .......................................   5
    Statement of Assets & Liabilities .............................   6
    Statement of Operations .......................................   7
    Statement of Changes in Net Assets ............................   8
    Financial Highlights, Related Ratios and Supplemental Data ....   9
    Notes to Financial Statements .................................  10













<PAGE>





                              PERFORMANCE SUMMARY
                            (returns as of 6/30/98)


               ==================================================
                            Q1         Q2        YTD       1-YEAR
               ==================================================
               BCGVF      16.44%     13.42%     32.06%     15.10%
               DJIA       11.75%      2.15%     14.14%     18.71%
               S&P 500    13.95%      3.30%     17.71%     30.15%
               NASDAQ     17.02%      3.32%     20.91%     31.94%
               ==================================================

               Past performance does not guarantee future results.
               All returns reflect reinvested dividends.




                                                             August 27, 1998


Dear Shareholder:

     We  are pleased to report that 1998 has been an exceptional year for your
Fund.  We  met  our goal of delivering superior returns to our shareholders by
significantly  outperforming  all  of  our benchmarks. The performance of your
Fund  did  not  go  unrecognized as the Associated Press and Lipper Analytical
Services  ranked  your  Fund as the #1 performing Growth & Income fund for the
first-half  of  1998  with a return of 32.06%. Your Fund was also ranked #1 in
its  category  for  its  performance  in  the  second quarter with a return of
13.42%.  Overall,  your  Fund was ranked 16th out of all U.S. equity funds for
1998.  As we move forward into the second-half of the year our goal will be to
work  even  harder  to  find  investments  that  will  further  increase  your
share-owner value.


 1998
  Q1

     As  you  can see in the Performance Summary Chart at the top of the page,
we  outperformed  both the Dow Jones Industrial Average (DJIA) and the S&P 500
Index  (S&P  500)  in  the first quarter. The noted exception was our near-par
return  when  compared  to  the  NASDAQ  Composite  Index  (NASDAQ).  We  also
outperformed  the  average  total  return  of 11.91% for all U.S. equity funds
during  the  period according to data from Lipper Analytical Services. Further
confirming  our  relative  outperformance  for  the period was the Wall Street
Journal's  report that 78.5% of all U.S. equity funds failed to even match the
returns of the S&P 500 for the first quarter.


     The Fund's heavy weighting in technology stocks contributed substantially
to its performance during the period. We have always maintained a bias towards
investing  in  the technology sector because we believe that technology is now
the  key driver of the U.S. economy. Moreover, your Fund's principal office is
located  in  the  heart of Silicon Valley, giving us a tremendous advantage in
utilizing  our  connections  within  the  industry.  From  our  Silicon Valley
location  we  can also witness the direction of technology firsthand, allowing
us  to  make  informed  investment  decisions  on behalf of the Fund. It is no
coincidence then, that the Fund's largest investment is in Cisco Systems whose
corporate campus is located within walking distance from our office.




                                        Semi-Annual Report to Shareholders | 1


<PAGE>



    Among  the  Fund's best performing investments for the first quarter were
Dell  Computer  Corp.  and  Berkshire  Hathaway   which  gained  61%  and  46%
respectively. We believe that Dell is one of the best managed companies in the
world.  Dell  employs  an intensely focused business model based on the direct
delivery  of  high-end PCs to its customers. The company will build a computer
only  after  it has been ordered eliminating the need to maintain inventories.
Additionally,  Dell  is  actually  one  of  the  few  companies  in  the world
positioned  to  benefit  from the recent Asian-Pacific crisis. This is because
most  of  the company's computer components originate from that region. As the
region  weakens,  component prices become cheaper. This allows Dell to pass on
lower  prices to its customers while at the same time further expanding profit
margins.  We  expect  Dell to remain a core holding of our Fund for quite some
time.


     Another  core  holding of the Fund which performed exceptionally well was
our investment in Berkshire Hathaway. At the helm of this company is legendary
investor  Warren  Buffett.  Mr.  Buffett  is largely known for his outstanding
ability  to  manage Berkshire Hathaway's investment portfolios. As of late the
company's diverse operating businesses, rather than its investment portfolios,
have  contributed  most  to  increases  in shareholder value. Continued strong
growth  in  Berkshire Hathaway's GEICO auto insurance unit best represents the
positive   contributions   made  to  shareholder  value  from  the   operating
businesses.  GEICO's  success  is  the  result  of  the employment of the same
direct-to-the-customer  business  model  as Dell, thereby making it the lowest
cost auto insurer in the business. Mr. Buffett's investment decisions also had
a  hand  in contributing to shareholder value. The most notable was his timely
decision to purchase $4.6 billion in long-term zero-coupon U.S. Treasury bonds
and  112.2  million  ounces of the world's supply of silver. Looking ahead, we
see  the  recent  $22  billion  acquisition  of  General  Re  Corporation  as
positioning the company to enjoy solid growth for quite some time.


                               [GRAPHIC OMITTED]

                        Q1 Best Performing Investments
                            (returns thru 3/31/98)

                                DELL     61.31%
                               BRK/B     45.87%
                                MSFT     38.49%
                                PSFT     35.10%
                                CSCO     22.65%


Rounding  out  the Fund's best performing investments for the quarter were our
holdings  in  Microsoft,  PeopleSoft, and Cisco Systems each appreciating 38%,
35%,  and  23%  respectively.  The  graph  to  the  right  shows  the relative
performance  of each of these investments during the period. At the end of the
quarter,  the best performing stocks shown in the graph represented a total of
42% of the Fund's assets.


 1998
  Q2

     Our  performance  for  the  second quarter of 1998 was extraordinary. The
Fund  posted  a  return of 13.42% for the period while the average U.S. equity
fund  lost 0.29% according to data from Lipper Analytical Services. As you can
see  from the Performance Summary Chart on the previous page, our returns were
more  than four times those of the DJIA, S&P 500 and the NASDAQ. Moreover, the
returns  of  your  Fund  for  the  period were greater than the total combined
returns  of  these  indices  added  together.  While we are enthusiastic about
outperforming  all of our benchmarks by such a wide margin, it is important to
remind  our  shareholders  that  we  are  certain  such remarkable returns are
unsustainable over the long-term.


                                        Semi-Annual Report to Shareholders | 2


<PAGE>



     In  the  second  quarter, the Fund's heavy weighting in technology stocks
again  contributed  substantially  to  its  performance.  During the period we
established  new  positions in the Internet sector with purchases of shares of
America  Online  and Yahoo!. America Online's 13 million subscribers makes the
company  the  world's  leading  provider  of  Internet access and content. The
company  has  successfully  leveraged  its brand name into multiple sources of
revenue  streams  including  membership  fees,  advertising   and   electronic
commerce. Going forward, we expect subscriber growth to remain strong allowing
America  Online  to  further  build  on  its  dominant franchise. We feel very
comfortable  dedicating a significant portion of our Fund to the leader of one
of  the  fastest  growing  sectors  of  our economy. At the end of the quarter
America  Online  grew  to  our second largest investment behind Cisco Systems,
representing 11% of the Fund's total assets.

     Our  investment  in  Yahoo! has also proven to be very profitable for the
Fund.  The  company's  shares  have  appreciated  over  45%  since our initial
purchase quickly making it one of the best performing stocks in our portfolio.
Yahoo! is an Internet media company widely known for its popular search engine
used to navigate the Web. The company has the most heavily trafficked web-site
on  the  Internet and derives the majority of its revenues from advertisements
on  its web pages. The company has built a strong brand-name and is one of the
few  businesses  in  the  sector to have ever made a profit. We continue to be
impressed  by  Yahoo!'s  quality  management team and the company's ability to
consistently beat revenues and earnings projections. At the end of the quarter
our  Yahoo!  investment  had  appreciated  to  6%  of the Fund's total assets.


                               [GRAPHIC OMITTED]

                           Q2 Best Performing Stocks
                      (returns from 12/31/97 to 6/30/98*)

                                DELL    120.98%
                               BRK/B     69.79%
                                MSFT     67.70%
                                CSCO     65.13%
                                YHOO     45.50%

           * Yahoo! returns from date of purchase in second quarter.


To  the  right  is a graph showing the year-to-date returns of the Fund's best
performing  investments.  As  you  can  see,  Dell  clearly outpaced all other
investments  by appreciating a remarkable 121%. Meanwhile, Berkshire Hathaway,
Microsoft  and  Cisco  Systems  all performed exceptionally well with gains in
excess  of  65%. Yahoo! shares also fared well by gaining over 45%. The stocks
in  the  graph  represented  53%  of the Fund's total assets at the end of the
second  quarter.


     Looking ahead, we are very enthusiastic about the potential of our Fund's
current  holdings.  We  will  continue  to focus our investments in only those
companies  which have dominant franchises and strong growth prospects. You can
be assured that we will be working hard to continue the trend that we began in
the first half of 1998. Thank you for your confidence in our abilities and for
your investment in the Berkshire Capital Growth & Value Fund.


                                                      Sincerely,


                                                  /s/ Malcolm R. Fobes III
                                                      Chairman




                                        Semi-Annual Report to Shareholders | 3



<PAGE>


                              PERFORMANCE OVERVIEW
                   Hypothetical $10,000 Investment At Inception*

                              [GRAPH DEPICTED HERE]


                                 S&P 500     BERKSHIRE CAPITAL
                                  INDEX     GROWTH & VALUE FUND
                  MONTH         $ AMOUNT         $ AMOUNT
                  ------        ---------      -------------
                  JUL-97         $10,000         $ 10,000
                  AUG-97          10,795           10,000
                  SEP-97          10,191            9,950
                  OCT-97          10,749           10,050
                  NOV-97          10,390            9,500
                  DEC-97          10,871            9,510
                  JAN-98          11,057            8,740
                  FEB-98          11,180            9,701
                  MAR-98          11,986           10,176
                  APR-98          12,599           10,176
                  MAY-98          12,725           10,348
                  JUN-98          12,507           10,045
                  JUL-98          13,015           11,542


*  The  inception date of the Fund was July 1, 1997. Past performance does not
guarantee future results. Investment return and principal value will fluctuate
so  that  shares, when redeemed, may be worth more or less than their original
cost.  All  returns  reflect  reinvested  dividends. The Standard & Poor's 500
Index (the "Index") represents an unmanaged, broad-basket of stocks. The Index
is  typically  used  as  a  proxy  for  overall market performance. The Fund's
portfolio may differ significantly from the securities in the Index. The Index
does not reflect the cost of portfolio management or trading.





Berkshire Capital Growth & Value Fund
Portfolio as of June 30, 1998

  ============================================================================
   Security                 Percent      Shares       Price     Market Value
  ============================================================================
   3Com                      2.35%        120        30 11/16        $ 3,682
   3Dfx Interactive          2.08%        190          17 1/8          3,254
   Ascend Communications     1.74%         55         49 9/16          2,726
   America Online           11.06%        165         105 1/8         17,346
   Berkshire Hathaway        5.00%          3           2,613          7,839
   Cisco Systems            25.95%        442         92 1/16         40,692
   Coca-Cola                 4.36%         80          85 1/2          6,840
   Dell Computer             4.74%         80        92 13/16          7,425
   E*Trade                   1.90%        130        22 15/16          2,982
   Gillette                  3.63%        100          56 7/8          5,688
   i2 Technologies           1.79%         80          35 1/8          2,810
   Innovex                   1.25%        150         13 1/16          1,959
   Intel                     4.73%        100          74 1/8          7,412
   Microsoft                 4.84%         70         108 3/8          7,586
   PeopleSoft                9.29%        310              47         14,570
   Texas Instruments         1.49%         40         58 5/16          2,333
   Yahoo!                    6.03%         60         157 1/2          9,450
  ---------------------------------------------------------------------------
   Cash/Equivalents          7.77%                                    12,188
  ---------------------------------------------------------------------------
   Total                   100.00%                                 $ 156,782
  ===========================================================================




                                        Semi-Annual Report to Shareholders | 4

<PAGE>






                          Berkshire Capital Investment Trust
                               Schedule of Investments
                                   June 30, 1998
                                    (unaudited)

             Number of
              Shares                                           Value
              ------                                           -----
                        COMMON STOCKS - 92.23%

                        Beverages - 4.36%
                80      (The) Coca-Cola Company              $ 6,840

                        Computer - 4.74%
                80      Dell Computer Corporation*             7,425

                        Computer Components - 1.25%
               150      Innovex, Inc.                          1,959

                        Conglomerate - 5.00%
                 3      Berkshire Hathaway (Class B)*          7,839

                        Financial Services - 1.90%
               130      E*Trade Group, Inc.*                   2,982

                        Internet - 17.09%
               165      America Online, Inc.*                 17,346
                60      Yahoo!, Inc.*                          9,450

                        Networking - 30.04%
                55      Ascend Communications, Inc.*           2,726
               120      3Com Corporation*                      3,682
               442      Cisco Systems, Inc.*                  40,692

                        Personal Care - 3.63%
               100      (The) Gillette Company                 5,688

                        Semiconductor - 8.30%
               190      3Dfx Interactive, Inc.*                3,254
               100      Intel Corporation                      7,412
                40      Texas Instruments                      2,333

                        Software - 15.92%
                80      i2 Technologies, Inc.*                 2,810
                70      Microsoft Corporation*                 7,586
               310      PeopleSoft, Inc.*                     14,570

                        TOTAL COMMON STOCKS
                        (cost - $113,863)                    144,594
                                                             -------
                        OTHER ASSETS 
                        LESS LIABILITIES - 7.77%              12,188
                                                              ------
                        NET ASSETS - 100%
                        Equivalent to $11.41 per share     $ 156,782
                                                             =======

                        *Non-income producing




                  (See Accompanying Notes to Financial Statements)



                                       Semi-Annual Report to Shareholders | 5

<PAGE>









                      Berkshire Capital Investment Trust
                       Statement of Assets and Liabilities
                               June 30, 1998
                                (unaudited)




ASSETS - Note(1):
   Investment in securities, at value
   (identified cost - $113,863) ...........................    $  144,594
   Cash in bank ...........................................           683
   Security sales receivable ..............................        11,493
   Dividends receivable ...................................            12
                                                                  -------
   Total Assets ...........................................       156,782
                                                                  -------

LIABILITIES:
   Total Liabilities ......................................             0
                                                                  -------
NET ASSETS ................................................    $  156,782
                                                                  =======

NET ASSETS COMPRISED OF:
    Capital paid-in on shares of beneficial interest ......    $  134,638
    Undistributed net investment income ...................           224
    Accumulated net realized losses on investments ........       (8,811)
    Net unrealized appreciation on investments ............        30,731
                                                                   ------
NET ASSETS ................................................    $  156,782
                                                                  =======
Net asset value per share based on
13,746.607 shares outstanding .............................    $    11.41
                                                                    =====























               (See Accompanying Notes to Financial Statements)




                                        Semi-Annual Report to Shareholders | 6

<PAGE>









                      Berkshire Capital Investment Trust
                            Statement of Operations
                  For the Six Month Period Ended June 30, 1998
                                 (unaudited)




INVESTMENT INCOME:
    Dividends .............................................       $    83
    Interest ..............................................           141
                                                                      ---
Total Investment Income ...................................           224
                                                                      ---
EXPENSES:
    Investment advisory fees ..............................           970
    Administration fees ...................................           323
                                                                      ---
Total expenses before fee waiver ..........................         1,293
    Investment advisory and administration 
      fees waived - Note (6) ..............................       (1,293)
                                                                   ------
Total Expenses ............................................             0
                                                                   ------

NET INVESTMENT INCOME .....................................           224
                                                                      ---

REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
    Net realized gain (loss) on investments ...............       (6,198)
    Net change in unrealized appreciation on investments ..        43,344
                                                                   ------
Net Gain on Investments ...................................        37,146
                                                                   ------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS .................................      $ 37,370
                                                                   ======



















               (See Accompanying Notes to Financial Statements)





                                        Semi-Annual Report to Shareholders | 7

<PAGE>








                      Berkshire Capital Investment Trust
                      Statement of Changes in Net Assets



                                                  Six Months    Period From(a)
                                                     Ended        07/01/97
                                                   06/30/98          to
                                                  (unaudited)     12/31/97
                                                  -----------     --------
INCREASE (DECREASE) IN NET ASSETS 
FROM OPERATIONS:
    Net investment income .......................     $ 224        $ 1,138
    Net realized gain (loss) on investments .....   (6,198)        (2,613)
    Net change in unrealized appreciation 
      on investments ............................    43,344       (12,613)
                                                     ------       --------
Net increase (decrease) in net assets 
  from operations ...............................    37,370       (14,088)
                                                     ------       --------

DISTRIBUTIONS TO SHAREHOLDERS FROM:
    Net investment income .......................         0        (1,138)
    Net realized gain on investments ............         0              0
                                                     ------        -------

Total distributions to shareholders .............         0        (1,138)


CAPITAL SHARE TRANSACTIONS:
    Proceeds from shares sold
      (2,008 and 11,607 shares, respectively) ...    18,000        115,500
    Increase from shares issued in 
      reinvested distributions ..................         0          1,138
    Shares redeemed .............................         0              0
                                                     ------        -------
Net increase in net assets from 
capital share transactions ......................    18,000        116,638


TOTAL INCREASE IN NET ASSETS ....................    55,370        101,412


NET ASSETS:
    Beginning of period 
     (including undistributed net investment
     income of $0) ..............................   101,412              0
                                                    -------        -------
    End of period 
     (including undistributed net investment 
     income of $224 and $0 respectively) ........ $ 156,782        101,412
                                                    =======        =======

(a) Date of effectiveness.





               (See Accompanying Notes to Financial Statements)




                                        Semi-Annual Report to Shareholders | 8

<PAGE>






                      Berkshire Capital Investment Trust
                            Financial Highlights



                                                   Six Months   Period From(a)
                                                     Ended        07/01/97
                                                    06/30/98         to
                                                  (unaudited)     12/31/97
                                                  -----------     --------

Per Share Data for a Share Outstanding 
Throughout Each Period

NET ASSET VALUE, BEGINNING OF PERIOD:                $ 8.64        $ 10.00

INCOME FROM INVESTMENT OPERATIONS:
    Net investment income ....................          .01            .10
    Net realized and unrealized 
      gains (losses) on investments ..........         2.76         (1.36)
                                                       ----          -----
Total from investment operations .............        11.41           8.74

DISTRIBUTIONS:
    Dividends (from net investment income) ...            0          (.10)
    Distributions (from capital gains) .......            0              0
                                                      -----          -----
Total distributions ..........................            0          (.10)
                                                      -----          -----

NET ASSET VALUE, END OF PERIOD:                     $ 11.41         $ 8.64
                                                      =====           ====



TOTAL RETURN - Note (6) ......................      32.06%(b)     (12.60%)(b)




SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period ....................    $ 156,782      $ 101,412
    Ratio of expenses to 
      average net assets(b)(c) ...............        0.95%          1.00%
    Ratio of expenses to 
      average net assets(d) ..................           0%             0%
    Ratio of net investment income to 
      average net assets(b)(c) ...............      (0.79%)          0.12%
    Ratio of net investment income to 
      average net assets(d) ..................        0.16%          1.12%
    Portfolio turnover rate(b) ...............          38%            13%

(a) Date of effectiveness.
(b) Not annualized for periods less than one full year.
(c) Before fee waiver.
(d) After fee waiver.





               (See Accompanying Notes to Financial Statements)




                                        Semi-Annual Report to Shareholders | 9

<PAGE>





                       Berkshire Capital Investment Trust
                         Notes to Financial Statements
                                 June 30, 1998
                                  (unaudited)



(1) SIGNIFICANT ACCOUNTING POLICIES:

The  Berkshire  Capital  Investment  Trust  (the  "Trust")  was organized as a
business  trust under the state of Delaware on November 25, 1996. The Trust is
authorized to issue an indefinite number of shares of beneficial interest, par
value  $1.00  per share. Shares have non-cumulative voting rights, do not have
preemptive  subscription  rights  and  are  freely transferable. The Berkshire
Capital  Growth  &  Value  Fund  (the  "Fund")  is an open-end non-diversified
portfolio  of  the Trust. The Fund's investment objective is to seek long-term
capital appreciation through investments in equity securities.

(a) Security Valuation
    ------------------
The  market value of securities listed on a national exchange is determined to
be  the  last recent sales price on such exchange. Listed securities that have
not recently traded and over-the-counter securities are valued at the last bid
price  in  such  market.  Other  assets  are  valued  at  fair market value as
determined in good faith by the Board of Trustees.

(b) Federal Income Taxes
    --------------------
The  Trust's policy is to comply with the requirements of the Internal Revenue
Code  that  are applicable to regulated investment companies and to distribute
all  its  taxable income to its shareholders. Therefore, no federal income tax
provision is required.

(c) Use of Estimates
    ----------------
The  preparation of financial statements in conformity with generally accepted
accounting  principles  requires  management to make estimates and assumptions
that  affect  the reported amounts of assets and liabilities and disclosure of
contingent  assets and liabilities at the date of the financial statements and
the  reported  amounts  of  revenues and expenses during the reporting period.
Actual results could differ from those estimates.

(d) Distributions to Shareholders
    -----------------------------
Dividends to shareholders are recorded on the ex-dividend date.

(e) Security Transactions and Related Income
    ---------------------------------------
The  Trust  follows the industry practice and records security transactions on
the  trade  date.  The  specific identification method is used for determining
gains  and  losses  for  financial statement and income tax purposes. Dividend
income  is recorded on the ex-dividend date and interest income is recorded on
an accrual basis.














                                       Semi-Annual Report to Shareholders | 10

<PAGE>





                      Berkshire Capital Investment Trust
                         Notes to Financial Statements
                                 June 30, 1998
                                  (unaudited)




(2) CAPITAL SHARE TRANSACTIONS:

The  Trust  is  authorized to issue an unlimited number of shares of $1.00 par
capital  stock.  As  of  June  30,  1998  there  was $134,638 of total paid-in
capital.

                                          Shares        Amount
                                          ------        ------
          December  31, 1997 .......      11,738      $ 116,638
          Subscriptions sold .......       2,008         18,000
                                           -----         ------
          June 30, 1998 ............      13,746      $ 134,638
                                          ======        =======

(3) ORGANIZATIONAL COSTS:

All organizational costs were borne by the Fund's Investment Advisor.

(4) REGISTRATION FEES:

All registration fees were borne by the Fund's Investment Advisor.

(5) INVESTMENT TRANSACTIONS:

Purchases  and  sales  of  investment  securities,  other than U.S. Government
obligations  and short-term investments, were $52,967 and $46,609 respectively
for  common stocks. Net gain on investments for the period ended June 30, 1998
were  $37,146. That amount represents the net increase in value of investments
held during the period.

For  federal  income  tax  purposes, the cost of investments owned at June 30,
1998  was  the  same  as  identified cost. At June 30, 1998 the composition of
unrealized  appreciation  (the excess of value over tax cost) and depreciation
(the excess of tax cost over value) was as follows:

                      Appreciation ........    $ 38,768
                      Depreciation ........     (8,037)
                                                -------
                      Net appreciation.....    $ 30,731
                                                 ======

As  of  December  31,  1997,  the  Trust  had available for federal income tax
purposes an unused capital loss carryover of $2,613 which will expire in 2005.
















                                       Semi-Annual Report to Shareholders | 11

<PAGE>



                      Berkshire Capital Investment Trust
                         Notes to Financial Statements
                                 June 30, 1998
                                  (unaudited)



(6) RELATED PARTY TRANSACTIONS/
    INVESTMENT ADVISORY AND ADMINISTRATION FEES:

Certain officers and directors of the Trust are also officers and directors of
Berkshire  Capital  Holdings,  Inc.  The  Trust  has  an  Investment  Advisory
Agreement  and  a  separate  Administration  Agreement  with Berkshire Capital
Holdings, Inc. Under the terms of the Investment Advisory Agreement, Berkshire
Capital Holdings, Inc. will receive a fee accrued each calendar day (including
weekends  and holidays) at a rate of 1.5% per annum of the daily net assets of
the Fund. Under the Administration Agreement, Berkshire Capital Holdings, Inc.
receives a fee as compensation for services rendered, facilities furnished and
expenses assumed. Such fee is computed as a percentage of the Fund's daily net
assets  and  are  accrued each calendar day (including weekends and holidays).
The administration fee is based on the following schedule:

                     Percentage      Daily Net Asset Range
                     ----------      ---------------------
                       .50%          $0 to $50 million
                       .45%          50 to $200 million
                       .40%          $200 to $500 million
                       .35%          $500 to $1 billion
                       .30%          excess of $1 billion

Berkshire  Capital  Holdings, Inc. may at its discretion, forego fees normally
paid  to it by the Trust for services rendered. For the period ending June 30,
1998  Berkshire Capital Holdings, Inc. reserves the right to irrevocably waive
any and all investment advisory and administration fees. The foregoing of such
fees  for  1998 had a material effect on the Fund's expense ratio and yield to
the  shareholders.  Such  material  effect  was the subsequent lowering of the
Fund's  expense  ratio  resulting  in  the  increase  of  the  yield  to  the
shareholders.



                                       Semi-Annual Report to Shareholders | 12

<PAGE>



                          Important Legal Disclosures

This  report  is  submitted for the general information of the shareholders of
the  Berkshire  Capital  Growth  &  Value  Fund.  It  is  not  authorized  for
distribution  to  prospective  investors  in  the  Fund  unless accompanied or
preceded  by  an  effective  Prospectus  which  includes details regarding the
Fund's  objectives,  policies, expenses and other information. Please read the
prospectus carefully.

Past  performance  is not a guarantee of future results. Investment return and
principal  value  will  fluctuate so that an investor's shares, when redeemed,
may be worth more or less than their original cost.

The  Dow  Jones  Industrial  Average,  the Standard & Poor's 500 index and the
NASDAQ  Composite  index  all  represent an unmanaged, broad-basket of stocks.
They are typically used as a proxy for overall market performance.

Investing  in  technology  stocks  entails  certain risks, including increased
volatility  of  share  value.  Investors  are  encouraged  to  read the Fund's
Prospectus  carefully. Copies of the most recent Prospectus may be obtained by
calling the Fund directly at (408) 526-0707.


                                       Semi-Annual Report to Shareholders | 13

<PAGE>





                      Berkshire Capital Investment Trust
                     Berkshire Capital Growth & Value Fund
                     -------------------------------------
                                475 Milan Drive
                                  Suite #103
                              San Jose, CA 95134
                                (408) 526-0707



                               Board of Trustees
                               -----------------
                             Malcolm R. Fobes III
                                Ronald G. Seger
                                Leland F. Smith
                                Andrew W. Broer



                       Investment Adviser/Administrator
                       --------------------------------
                       Berkshire Capital Holdings, Inc.
                                475 Milan Drive
                                  Suite #103
                              San Jose, CA 95134



                              Independent Auditor
                              -------------------
                       McCurdy & Associates CPA's, Inc.
                              27955 Clemens Road
                              Westlake, OH 44145



                                Transfer Agent
                                --------------
                          Mutual Shareholder Services
                            1301 East Ninth Street
                                  Suite #3600
                              Cleveland, OH 44114



                                   Custodian
                                   ---------
                               Fifth Third Bank
                           38 Fountain Square Plaza
                             Cincinnati, OH 45263



                                 Legal Counsel
                                 -------------
                             Hall & Evans, L.L.C.
                            1200 Seventeenth Street
                                  Suite 1700
                               Denver, CO 80202





                                       Semi-Annual Report to Shareholders | 14




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