BERKSHIRE CAPITAL INVESTMENT TRUST
N-30D, 1998-03-30
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                      BERKSHIRE CAPITAL INVESTMENT TRUST


                    Berkshire Capital Growth & Value Fund



                                     1997
                                 Annual Report































<PAGE>

















                               TABLE OF CONTENTS



                                                                   Page
                                                                   ----

   Letter to Shareholders ........................................   1
   Portfolio Snapshot ............................................   4
   Independent Auditors' Report ..................................   5
   Statement of Assets & Liabilities .............................   6
   Statement of Operations .......................................   7
   Statement of Changes in Net Assets ............................   8
   Notes to Financial Statements .................................   9
   Financial Highlights, Related Ratios and Supplemental Data ....  12
   Schedule of Portfolio of Investments ..........................  13






























<PAGE>
<TABLE>
<CAPTION>
                     BERKSHIRE CAPITAL GROWTH & VALUE FUND
                       Net Asset Value High, Low & Close
                    For Six Months Ended December 31, 1997

                                  3rd          4th
                                Quarter      Quarter
                       ===============================
                       <S>      <C>         <C>
                       High     $ 10.05     $ 10.10
                       Low         9.95        8.29
                       Close      10.05       *8.64
                       ===============================
<FN>
          *Dividend distribution of $.10 per share paid on 12/30/97
</TABLE>





                                                             February 27, 1998




Dear Shareholder:

     On  July  1,  1997  the  Securities  and  Exchange Commission granted the
effectiveness  of  your  fund.  I highlight this significant event in order to
illustrate  that  success,  more  often than not, is the direct result of good
preparation  and  the  ability  to  persevere.  Such  qualities  are the exact
ingredients  required  when making profitable long-term investments. We intend
to  adhere  to  these  qualities  as we build a tradition of success that will
carry  us forward for many years to come. The launching of our fund has proven
that  in  order  to be successful, one does not have to be a sizable financial
institution backed by a multitude of attorneys and an abundance of capital. In
fact,  our  small fund was created on little more than a simple idea which was
boot-strapped  by  a  meager  budget.  With  that,  we would like to take this
opportunity  to  salute  all of those individuals who had the courage to stand
firm in the face of adversity and by doing so, realized their dreams.


                                  OUR MISSION

     At  the  Berkshire  Capital  Growth  &  Value  Fund our single goal is to
increase  share-owner value. Because each of our shareholders has entrusted us
with  their  assets,  it is our responsibility to deliver superior performance
over  the long-term. We like to place a great deal of emphasis on "long-term."
Furthermore,  we  recognize  that  if  we  do our job properly, our investment
decisions  will  have  a  positive impact on the lives of others. For example,
increasing  share-owner  value  can  help  to  provide  for  someone's college
education,  a  new  home,  or  even  retirement.  We  also  realize that it is
important  to  treat  our  shareholders as investment-partners which is why we
have  invested  a  significant  amount  of our own net-worth into the fund. We
encourage  such  investment because as a share-owner you can be confident that
our  economic  interests will always be aligned exactly with yours. Lastly, we
will never forget that we were put into business to work for our shareholders.
Our  ultimate  goal  will  always be to serve your interests as we endeavor to
increase share-owner value.

                                       1
<PAGE>

                           OUR INVESTMENT PHILOSOPHY

     As  you  read  through our annual report you will find that we maintain a
portfolio  with  a  limited  number of securities. You will also notice that a
large  percentage of our portfolio is dedicated to a select few of some of the
world's  most  successful  companies.  We  are  not afraid to allocate a large
portion  of  our  portfolio to these companies because we invest only in those
businesses in which we have a high degree of knowledge and understanding. Such
knowledge  and  understanding  gives  us  the  confidence  to  concentrate our
investments  which  increases our chances of achieving superior returns to our
shareholders  over  the  long-term.  We  feel there is a great disadvantage to
owning  a  portfolio with a large number of securities. This is because owning
such  a portfolio makes it increasingly difficult to maintain what we consider
to  be  an  adequate  amount  of  knowledge  about each security. We feel that
investing  with an limited amount of knowledge and understanding is inherently
more  risky than owning a portfolio with limited diversification. As a result,
our goal will always be to focus our investments into a limited number of only
the best companies, all of which we know very well.


                               OUR 1997 RESULTS

     Your  fund  demonstrated  an increase of 0.5% for the third quarter and a
decrease  of  13% for the fourth quarter, resulting in an overall net decrease
of 12.6% for the first six months of operation. On December 30, 1997 the Board
of  Trustees  authorized  the  payment of a dividend in the amount of $.10 per
share  for  the  distribution of the fund's investment income. The table below
shows  a comparison of your fund's returns versus three major market indices -
the  Dow  Jones Industrial Average (DJIA), Standard & Poor's 500 (S&P 500) and
the NASDAQ Composite Index (NASDAQ):
<TABLE>
<CAPTION>
                              3rd        4th        Since
                            Quarter    Quarter    Inception
                ===========================================
              <S>          <C>       <C>         <C>
                BCGVF        0.5%      -13.0%      -12.6%
                DJIA*        4.0%        0.0%        4.0%
                S&P 500*     7.5%        2.9%       10.6%
                NASDAQ*     17.0%       -6.7%        9.1%
                ===========================================

<FN>
*Includes reinvestment of dividends.
Assumes investments are made on the day prior to the first day of each period.
Past performance is not a guarantee of future results.
</TABLE>

     As  you  can see, the fund's returns remained relatively unchanged during
the  third  quarter  lagging  behind the DJIA, S&P 500 and the NASDAQ indices.
This  was  due  in  large  part  to your portfolio manager's inability to find
anything  of value during this time period. As a result, the fund maintained a
cash  position  of  nearly  90% for most of the quarter. The fund did however,
record  its  first  investments  during the period with purchases of shares in
both  the  Coca-Cola and Gillette companies. The purchases were made after the
share  prices  of  both  had  declined by nearly 25%. The declines were due to
concerns  over  the  future  profitability  of  these companies because of the
strength  of the U.S. dollar. We felt that these concerns were exaggerated and
are  very  pleased to have purchased such quality companies at bargain prices.


                                       2
<PAGE>

     The  fourth  quarter was dominated by news of the financial crisis in the
Asian-Pacific  markets.  On  October  27,  1997  concerns  over  this region's
currency  devaluations  and  large  percentage  stock  market declines finally
spilled  over  to  the  U.S.  markets  causing the DJIA to fall a breathtaking
554.12  points.  The  DJIA had recorded a single-day loss of 7.18%. This was a
significant  event for the fund because it was on this day that your portfolio
manager  stepped  in  and  purchased  some  of the fund's largest investments.
Specifically,  we  established  large  positions  in  Cisco Systems, Intel and
PeopleSoft.  These  three  companies  alone  comprised  over 45% of the fund's
holdings  at  year-end.  The  tables  below  show the fund's three largest and
smallest investments for 1997.

                           THREE LARGEST INVESTMENTS
                     ====================================
                     Cisco Systems      24.3%    $ 24,642
                     Intel              17.3%      17,563
                     Coca-Cola           5.3%       5,335
                     ------------------------------------
                     Total              46.9%    $ 47,540
                     ====================================



                          THREE SMALLEST INVESTMENTS
                     ====================================
                     Ascend              1.3%     $ 1,347
                     Texas Instruments   1.8%       1,800
                     Adaptec             2.2%       2,227
                     ------------------------------------
                     Total               5.3%     $ 5,374
                     ====================================

     The  fund's  decline  in value during the fourth quarter was due in large
part  to  continued  market  volatility  amid  concerns over the impact of the
Asian-Pacific  crisis  on  the U.S. economy. The technology sector experienced
the  largest decline as evidenced by the 6.7% decrease in the technology-laden
NASDAQ  index.  The  fund  outpaced  the  retreat  of  this  index  because  a
significant  amount  of  the  fund's  investments  were  concentrated  in  the
technology  sector.  We  remain  quite  confident in the future growth of this
sector  however,  and  will continue to concentrate our holdings there despite
the market's temporary reversal.

     As  we  move forward into 1998 it is important to remind our shareholders
that the goal of our fund is to increase share-owner value over the long-term.
A  six-month  period  is  much  too  short of a time frame in which to gauge a
proper  performance  comparison.  In  fact,  as  of this writing your fund has
already  increased  in  value  by  over  16% since year-end. We recognize that
stock market corrections like the one we experienced during the fourth quarter
are   usually   temporary.  This  is  especially  true  when  the   underlying
fundamentals  of  our  economy  remain  strong as they are now. We will always
welcome  such  corrections  because  they  present  us  with  opportunities to
purchase terrific companies at bargain prices.

                                                    Sincerely,

                                                    /S/ MALCOLM R. FOBES III
                                                    ------------------------
                                                    Malcolm R. Fobes III
                                                    Chairman
                                       3
<PAGE>
<TABLE>
<CAPTION>

                              Portfolio Snapshot
                               December 31, 1997


  ===========================================================================
   Security              Percent      Shares       Price       Market Value
  ---------------------------------------------------------------------------
 <S>                     <C>         <C>        <C>             <C>
   3Com                    4.1%        120        34 15/16        $ 4,192
   Adaptec                 2.2%         60          37 1/8          2,227
   Ascend                  1.3%         55          24 1/2          1,347
   Berkshire Hathaway      4.6%          3            1539          4,617
   Cisco Systems          24.3%        442          55 3/4         24,642
   Coca-Cola               5.3%         80        66 11/16          5,335
   Dell Computer           4.1%         50              84          4,200
   E*Trade                 5.2%        230              23          5,290
   Gillette                5.0%         50        100 7/16          5,022
   IBM                     5.2%         50         104 5/8          5,231
   Innovex                 3.4%        150        22 15/16          3,441
   Intel                  17.3%        250          70 1/4         17,563
   Microsoft               4.5%         35         129 1/4          4,524
   PeopleSoft              3.8%        100              39          3,900
   Sun Microsystems        3.1%         80          39 7/8          3,190
   Texas Instruments       1.8%         40              45          1,800
   Vivus                   4.5%        430          10 5/8          4,569
   Cash                     .3%                                       322
  ---------------------------------------------------------------------------
   Total Investments     100.0%      2,225                      $ 101,412
  ===========================================================================
</TABLE>





                          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  preceded   or
accompanied  by  an  effective Prospectus which includes details regarding the
Fund's objectives, policies, expenses and other information.

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.




                                       4
<PAGE>






                      MEREDITH, CARDOZO, LANZ & CHIU LLP
                         Certified Public Accountants
                       97 South Second Street, Suite 100
                          San Jose, California 95113
                                (408) 278-0220



                         INDEPENDENT AUDITORS' REPORT



To the Board of Trustees and Shareholders
Berkshire Capital Investment Trust

We  have  audited  the  accompanying  statement  of  assets and liabilities of
Berkshire  Capital Investment Trust (comprising the Berkshire Capital Growth &
Value  Fund),  including the schedule of portfolio investments, as of December
31,  1997  and  the related statements of operations and changes in net assets
for  the  period  from  July 1, 1997 (date of inception) to December 31, 1997.
These financial statements are the responsibility of the Company's management.
Our  responsibility  is  to  express  an opinion on these financial statements
based on our audit.

We  conducted  our  audit  in  accordance  with  generally  accepted  auditing
standards.  Those  standards  require  that  we  plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material  misstatement. An audit includes examining, on a test basis, evidence
supporting  the  amounts and disclosures in the financial statements. An audit
also  includes  assessing  the  accounting  principles  used  and  significant
estimates  made  by  management,  as  well as evaluating the overall financial
statement  presentation. We believe that our audit provides a reasonable basis
for our opinion.

In  our opinion, the financial statements referred to above present fairly, in
all  material respects, the financial position of Berkshire Capital Investment
Trust,  as  of  December  31,  1997, and the results of its operations and the
changes in its net assets for the period from July 1, 1997 (date of inception)
to  December  31,  1997,  in  conformity  with  generally  accepted accounting
principles.


/s/ MEREDITH, CARDOZO, LANZ & CHIU LLP
- --------------------------------------
Meredith, Cardozo, Lanz & Chiu LLP


San Jose, California
January 21, 1998







                                       5
<PAGE>
<TABLE>
<CAPTION>


                      Berkshire Capital Investment Trust
                       Statement of Assets & Liabilities
                               December 31, 1997



<S>                                                       <C>

ASSETS - Note (1)

Investment in securities, at value
(identified cost - $113,703) ...........................   $  101,090
Cash in bank ...........................................          319
Dividend receivable ....................................            3
                                                              -------
Total assets ...........................................      101,412


LIABILITIES

Total liabilities ......................................            0
                                                              -------
Net assets - at value ..................................   $  101,412
                                                              =======

NET ASSETS COMPRISED OF:

Common Stock (par value $1.00) .........................   $   11,738
Paid-in capital ........................................      104,900
Net realized gain (loss) from investments ..............      (2,613)
Net unrealized gain (loss) on investments ..............     (12,613)
                                                             --------
Total net assets .......................................   $  101,412
                                                             ========

Net asset value per share based on
11,738.358 shares outstanding ..........................   $     8.64
                                                             ========

</TABLE>














                See Accompanying Notes to Financial Statements



                                       6
<PAGE>
<TABLE>
<CAPTION>


                      Berkshire Capital Investment Trust
                            Statement of Operations
   For the Period from July 1, 1997 (date of inception) to December 31, 1997



<S>                                                       <C>

INVESTMENT INCOME:

Income:
Dividends ..............................................   $       87
Interest ...............................................        1,051
                                                                -----
Total income ...........................................        1,138
                                                                -----
Expenses:
Investment advisory fees ...............................          764
Administration fees ....................................          255
Investment advisory and administration fees waived -
Note (7) ...............................................       (1019)
                                                                -----
Total expenses .........................................            0
                                                                -----

Total investment income ................................        1,138
                                                                -----

REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:

Net realized gain (loss) on investments ................      (2,613)
Net change in unrealized gain (loss)
on investments for 1997 ................................     (12,613)
                                                             --------
Net gain (loss) on investments for 1997 ................     (15,226)
                                                             --------
Net increase (decrease) in net assets
resulting from operations ..............................   $ (14,088)
                                                             ========

</TABLE>













                See Accompanying Notes to Financial Statements


                                       7
<PAGE>
<TABLE>
<CAPTION>


                      Berkshire Capital Investment Trust
                      Statement of Changes in Net Assets
   For the Period from July 1, 1997 (date of inception) to December 31, 1997



<S>                                                       <C>

INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:

Net investment income ..................................   $    1,138
Net realized gain (loss) on investments ................      (2,613)
Net change in unrealized gain (loss) on investments ....     (12,613)
                                                             --------
Net increase (decrease) in net assets
resulting from operations ..............................     (14,088)
                                                             --------

DISTRIBUTIONS TO SHAREHOLDERS FROM:

Net investment income ..................................   $  (1,138)
Net realized gain on investments .......................            0
                                                              -------

Reinvestment of dividends by shareholders ..............        1,138


CAPITAL SHARE TRANSACTIONS:

Proceeds from sale of shares -
net of redemption, if any ..............................      115,500
                                                              -------

Total increase in net assets ...........................      101,412


NET ASSETS:
Beginning of year ......................................            0
                                                             --------
End of year ............................................   $  101,412
                                                             ========

</TABLE>












                See Accompanying Notes to Financial Statements


                                       8
<PAGE>






                      Berkshire Capital Investment Trust
                         Notes to Financial Statements
                               December 31, 1997


(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 is an open-end non-diversified portfolio of the
Trust.

     (a)  Security Valuation

          Investments in securities traded on a national security exchange (or
reported  on the NASDAQ national market) are stated at the last reported sales
price on the day of valuation; other securities traded on the over-the-counter
market  and  listed securities for which no sale was reported on that date are
stated at the last quoted bid price.

     (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)  Equalization

          The  Trust  uses the accounting practice of equalization, by which a
portion  of  the  proceeds  from  the  sale  and cost of redemption of capital
shares,  equivalent  on  a  per share basis to the amount of undistributed net
investment  income  on  the date of the transaction, is credited or charged to
undistributed  income.  As  a  result, undistributed net investment income per
share is unaffected by sales or redemption of capital shares.

     (d)  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.






                                                                   (continued)


                                       9
<PAGE>




                      Berkshire Capital Investment Trust
                         Notes to Financial Statements


(1)  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


     (e)  Distributions To Shareholders

          Dividends to shareholders are recorded on the ex-dividend date.

     (f)  Accounting Practices

          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.

(2)  CURRENT YEAR DISTRIBUTIONS TO SHAREHOLDERS:

On  December  31,  1997,  the  Board  of Trustees approved the distribution of
$.0979 per share aggregating $1,138 declared from net investment income during
1997.  The dividend was paid on December 30, 1997 to shareholders of record on
December  29,  1997.  All  shareholders  have  elected  to  have all dividends
reinvested  into  additional shares of the Trust's stock. This resulted in the
issuance of 131.698 additional shares of common stock.

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 2002.

(3)  CAPITAL SHARE TRANSACTIONS:

The  Trust  is  authorized to issue an unlimited number of shares of $1.00 par
capital  stock.  As  of  December 31, 1997 there was $116,638 of total paid-in
capital.

         Shares sold .................  11,606.660       $  115,500
         Shares issued on 
         reinvestment of dividends ...     131.698            1,138
         Net increase ................  11,738.358       $  116,638
                                        ==========        =========

(4)  ORGANIZATIONAL COSTS:

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

(5)  REGISTRATION FEES:

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



                                                                   (continued)

                                      10
<PAGE>



                      Berkshire Capital Investment Trust
                         Notes to Financial Statements



(6)  INVESTMENT TRANSACTIONS:

Purchases  and  sales  of  investment  securities  were  $122,139  and  $5,822
respectively  for  common  stocks.  Net loss on investments for the year ended
December  31,  1997  were  $15,226. That amount represents the net decrease in
value  of  investments  held  during  the year. The components are as follows:

            Realized loss on securities ...........   $   2,613
            Net unrealized loss on securities .....      12,613
                                                         ------
            Net decrease ..........................   $  15,226
                                                         ======

(7)  INVESTMENT ADVISORY FEES:

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 fiscal year ending
December  31, 1997, Berkshire Capital Holdings, Inc. has agreed to irrevocably
waive  any  and all rights to its investment advisory and administration fees.
The  foregoing  of  such  fees  for  1997  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.




                                                                   (continued)
                                      11
<PAGE>




                      Berkshire Capital Investment Trust
                         Notes to Financial Statements



(8)  FINANCIAL HIGHLIGHTS:

Selected data for a share outstanding throughout each period:

<TABLE>
<CAPTION>

          Financial Highlights, Related Ratios and Supplemental Data
                               December 31, 1997


<S>                                                             <C>

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

INCOME FROM INVESTMENT OPERATIONS:

Net investment income .....................................            .10
Net gains or losses on securities (both realized and unrealized)    (1.36)
                                                                    ------
Total from investment operations ..........................           8.74

LESS DISTRIBUTIONS:

Dividends (from net investment income) ....................          (.10)
Distributions (from capital gains) ........................              0
                                                                     -----
Total distributions .......................................          (.10)
                                                                     -----
NET ASSET VALUE, END OF PERIOD ............................      $    8.64
                                                                     =====
Total return - Note (7) ...................................       (12.6%)*


RATIO/SUPPLEMENTAL DATA:

Net assets, end of period .................................      $ 101,412
Ratio of expenses to average net assets - Note (7) ........             0%
Ratio of net investment income to average net assets ......             1%
Portfolio turnover rate ...................................            13%
Average commission rate paid for securities transactions
(cost per share) ..........................................      $   .7897
<FN>
*Not annualized.
</TABLE>








                                      12
<PAGE>
<TABLE>
<CAPTION>

                      Berkshire Capital Investment Trust
                     Schedule of Portfolio of Investments
                               December 31, 1997


                           Shares     Percent                       Unrealized
                             or         of     Historical   Market        Gain
Common Stocks (99.7%)    Face Amount   Total      Cost       Value      (Loss)
                         -----------   -----    --------    -------    -------

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

BEVERAGES:
The Coca-Cola Company*        80        5.3%    $ 4,819    $ 5,335       $ 516
                                        ----     ------      -----        ----
   Total Beverages                      5.3%      4,819      5,335         516

PERSONAL CARE:
Gillette Company*             50        5.0%      4,368      5,022         654
                                        ----     ------      -----        ----
   Total Personal Care                  5.0%      4,368      5,022         654

COMPUTER:
Dell Computer Corporation     50        4.1%      4,087      4,200         113
IBM Corporation*              50        5.2%      5,138      5,231          93
Sun Microsystems, Inc.        80        3.1%      3,747      3,190       (557)
                                       -----     ------     ------       -----
   Total Computer                      12.4%     12,972     12,621       (351)

COMPUTER COMPONENTS:
Adaptec, Inc.                 60        2.2%      3,016      2,227       (789)
Innovex, Inc.*               150        3.4%      4,469      3,441     (1,028)
                                        ----      -----      -----      ------
   Total Computer Components            5.6%      7,485      5,668     (1,817)

CONGLOMERATE:
Berkshire Hathaway (Class B)   3        4.6%      4,474      4,617         143
                                        ----      -----      -----         ---
   Total Conglomerate                   4.6%      4,474      4,617         143

FINANCIAL SERVICES:
E*Trade Group, Inc.          230        5.2%      5,632      5,290       (342)
                                        ----      -----      -----       -----
   Total Financial Services             5.2%      5,632      5,290       (342)

MEDICAL PRODUCTS:
Vivus, Inc.                  430        4.5%     12,141      4,569     (7,572)
                                        ----     ------      -----      ------
   Total Medical Products               4.5%     12,141      4,569     (7,572)

NETWORKING:
Ascend Communications         55        1.3%      2,043      1,347       (696)
3Com Corporation             120        4.1%      5,663      4,192     (1,471)
Cisco Systems, Inc.          442       24.3%     23,361     24,642       1,281
                                       -----     ------     ------       -----
   Total Networking                    29.7%     31,067     30,181       (886)

                           (continued on next page)

                                      13
<PAGE>

SEMICONDUCTOR:
Intel Corporation*           250       17.3%     20,524     17,563     (2,961)
Texas Instruments*            40        1.8%      2,600      1,800       (800)
                                        ----      -----      -----       -----
   Total Semiconductor                 19.1%     23,124     19,363     (3,761)

SOFTWARE:
Microsoft Corporation         35        4.5%      4,636      4,524       (112)
PeopleSoft, Inc.             100        3.8%      2,985      3,900         915
                                        ----      -----      -----       -----
   Total Software                       8.3%      7,621      8,424         803

   Total Common Stocks                          113,703    101,090    (12,613)
                                                -------    -------    --------
   Cash:                                 .3%        322        322
                                         ---        ---        ---
   Total Cash                            .3%        322        322

   Total Investments                    100%  $ 114,025  $ 101,412  $ (12,613)
                                        ====    =======    =======    ========
<FN>
*Income Producing
</TABLE>



































                                      14
<PAGE>






                      BERKSHIRE CAPITAL INVESTMENT TRUST
                     BERKSHIRE CAPITAL GROWTH & VALUE FUND
                     -------------------------------------

                             475 Milan Drive, #103
                              San Jose, CA 95134
                                (408) 526-0707


                               BOARD OF TRUSTEES
                               -----------------

                             Malcolm R. Fobes III
                                Ronald G. Seger
                                Leland F. Smith
                               Arthur J. Hopper


               INVESTMENT ADVISER/TRANSFER AGENT/FUND ACCOUNTANT
               -------------------------------------------------

                       Berkshire Capital Holdings, Inc.
                             475 Milan Drive, #103
                              San Jose, CA 95134


                                   CUSTODIAN
                                   ---------

                      Berkshire Capital Investment Trust
                             475 Milan Drive, #103
                              San Jose, CA 95134


                                 LEGAL COUNSEL
                                 -------------

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


                              INDEPENDENT AUDITOR
                              -------------------

                       Meredith, Cardozo Lanz & Chiu LLP
                            97 South Second Street
                                   Suite 100
                              San Jose, CA 95113






                                      15
<PAGE>

<TABLE> <S> <C>


       

<ARTICLE> 6
<CIK> 0001030979
<NAME> BERKSHIRE CAPITAL INVESTMENT TRUST

<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                          113,703
<INVESTMENTS-AT-VALUE>                         101,090
<RECEIVABLES>                                        3
<ASSETS-OTHER>                                     319
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 101,412
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       104,900
<SHARES-COMMON-STOCK>                           11,738
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                      (12,613)
<NET-ASSETS>                                   101,412
<DIVIDEND-INCOME>                                   87
<INTEREST-INCOME>                                1,051
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                       0
<NET-INVESTMENT-INCOME>                          1,138
<REALIZED-GAINS-CURRENT>                       (2,613)
<APPREC-INCREASE-CURRENT>                     (12,613)
<NET-CHANGE-FROM-OPS>                         (14,088)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        1,138
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         11,606
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                132
<NET-CHANGE-IN-ASSETS>                          11,738
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                           101,284
<PER-SHARE-NAV-BEGIN>                            10.00
<PER-SHARE-NII>                                    .10
<PER-SHARE-GAIN-APPREC>                         (1.36)
<PER-SHARE-DIVIDEND>                             (.10)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.64
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>


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