BERKSHIRE CAPITAL INVESTMENT TRUST, 485BPOS, 1998-11-02

BERKSHIRE CAPITAL INVESTMENT TRUST
485BPOS, 1998-11-02

Previous: MOLL INDUSTRIES INC, S-4/A, 1998-11-02

Next: BULL & BEAR GLOBAL INCOME FUND INC/, DEFR14A, 1998-11-02

As filed with the Securities and Exchange Commission on November 2, 1998

Securities Act Registration No. 333-21089
Investment Company Act Registration No. 811-08043
- ------------------------------------------------------------------------------
==============================================================================

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. __
Post-Effective Amendment No. 2

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 3
(Check appropriate box or boxes)

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

BERKSHIRE CAPITAL INVESTMENT TRUST
(Exact Name of Registrant as Specified in Charter)

475 Milan Drive, Suite #103
San Jose, CA 95134-2453
(Address of Principal Executive Offices)

(408) 526-0707
(Registrant's Telephone Number)

MALCOLM R. FOBES III
475 Milan Drive, Suite #103
San Jose, CA 95134-2453
(Name and Address of Agent for Service)

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

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

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

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

Registrant registered an indefinite number of shares under the Securities Act
of 1933 pursuant to Rule 24f-2 under the Investment Company Act of 1940.
Registrant's Rule 24f-2 Notice for the fiscal year ended December 31, 1997 was
filed with the Commission on February 20, 1998.

<PAGE>

BERKSHIRE CAPITAL INVESTMENT TRUST

Cross Reference Sheet
Pursuant to Rule 481(a)
UNDER THE SECURITIES ACT OF 1933

INFORMATION REQUIRED CAPTIONS IN FILING
- -------------------- ------------------

Part A: PROSPECTUS

Item 1. Cover Page Cover Page

Item 2. Synopsis Fund Expenses

Item 3. Condensed Financial Information Financial Highlights

Item 4. General Description of Registrant The Fund

Item 5. Management of the Fund Management of the Fund;
Investment Adviser;
Advisory Fee; Fund
Administration; Advisory
and Administration
Agreements

Item 5A. Management's Discussion of Management Discussion
Fund Performance and Analysis (Annual
and Semi-Annual Report)

Item 6. Capital Stock and Other Securities Organization and Capital
Structure; Tax Status

Item 7. Purchase of Securities Being Fund Share Purchase;
Offered Purchase of Shares and
Reinvestment; Pricing
of Shares

Item 8. Redemption or Repurchase Redemption of Shares

Item 9. Pending Legal Proceedings Litigation

Part B: STATEMENT OF ADDITIONAL INFORMATION

Item 10. Cover Page Cover Page

Item 11. Table of Contents Table of Contents

Item 12. General Information and History The Fund

Item 13. Investment Objectives and Policies Investment Objective;
Risk Factors; Investment
Restrictions; Portfolio
Turnover Policy

Item 14. Management of the Fund Management of the Fund;
Remuneration of Officers
and Trustees

Item 15. Control Persons and Principal Principal Security
Holders of Securities Holders; Organization
and Capital Structure

Item 16. Investment Advisory and Other Investment Adviser;
Services Advisory Fee; Fund
Administration; Advisory
and Administration
Agreements

Item 17. Brokerage Allocation and Other Brokerage
Practices

Item 18. Capital Stock and Other Securities Organization and Capital
Structure

Item 19. Purchase, Redemption and Pricing of Purchase of Shares and
Securities Being Offered Reinvestment; Retirement
Plans; Pricing of Shares;
Redemption of Shares;

Item 20. Tax Status Tax Status

Item 21. Underwriters Not Applicable

Item 22. Calculation of Performance Data Performance Information

Item 23. Financial Statements Financial Statements

Part C: OTHER INFORMATION

The information to be included in Part C is set forth under the appropriate
Item, so numbered, in Part C to this Registration Statement.

<PAGE>

BERKSHIRE CAPITAL INVESTMENT TRUST
BERKSHIRE CAPITAL GROWTH & VALUE FUND

475 Milan Drive, Suite #103
San Jose, California 95134-2453
(408) 526-0707

PROSPECTUS - NOVEMBER 2, 1998

THE FUND AND INVESTMENT OBJECTIVE

Berkshire Capital Growth & Value Fund (the "Fund") is a non-diversified series
of the Berkshire Capital Investment Trust (the "Trust"), an open-end
management investment company. The Trust was organized in Delaware as a
business trust and may offer shares of beneficial interest in a number of
separate series, each series representing a distinct fund with its own
investment objectives and policies. At present, there is only one series
authorized by the Trust, which series has been designated as the Berkshire
Capital Growth & Value Fund. The Fund's investment objective is to seek
long-term capital appreciation through investments in equity securities. The
Fund seeks to accomplish its objective by investing primarily in equities of
growth companies in sectors offering the potential for above average returns
and/or those companies which the Fund's adviser believes to be undervalued at
their current market price, resulting in the potential for capital
appreciation. Receipt of income is a secondary objective, as some investments
may yield dividends, interest or other income.

FUND SHARE PURCHASE

Capital shares of the Fund may be purchased directly at net asset value as
next determined after receipt of order. The Board of Trustees has established
$5,000 as the minimum initial purchase unless investing through the vehicle of
an Individual Retirement Account ("IRA"), in which case the minimum initial
investment is $2,000. Subsequent investments in the Fund must be at least
$500, or $200 for an IRA. Please see "Purchase of Shares and Reinvestment" in
this Prospectus for more information.

ADDITIONAL INFORMATION

This Prospectus, which should be held for future reference, is designed to
set forth concisely the information that you should know before you invest. A
"Statement of Additional Information" containing more information about the
Fund has been filed with the Securities and Exchange Commission. Such
Statement is dated November 2, 1998 and has been incorporated by reference
into the Prospectus. A copy of the Statement may be obtained without charge,
by writing to the Fund or by calling the telephone number shown above.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

Prospectus | 1

<PAGE>

TABLE OF CONTENTS

FUND EXPENSES ................................... 3
FINANCIAL HIGHLIGHTS ............................ 4
THE FUND ........................................ 5
INVESTMENT OBJECTIVE ............................ 5
RISK FACTORS .................................... 5
Generally ..................................... 5
Non-Diversification ........................... 5
Concentration ................................. 5
PORTFOLIO TURNOVER POLICY ....................... 5
CONCENTRATION AND NON-DIVERSIFICATION POLICY .... 6
Concentration ................................. 6
Non-Diversification ........................... 6
TAX STATUS ...................................... 6
INVESTMENT RESTRICTIONS ......................... 7
INVESTMENT ADVISER .............................. 8
ADVISORY FEE .................................... 8
FUND ADMINISTRATION ............................. 8
ADVISORY AND ADMINISTRATION AGREEMENTS .......... 9
MANAGEMENT OF THE FUND .......................... 10
REMUNERATION OF OFFICERS AND TRUSTEES ........... 10
ORGANIZATION AND CAPITAL STRUCTURE .............. 11
PURCHASE OF SHARES AND REINVESTMENT ............. 11
Initial Investments ........................... 11
Subsequent Purchases .......................... 12
Reinvestments ................................. 12
Fractional Shares ............................. 12
RETIREMENT PLANS ................................ 12
Generally ..................................... 12
Individual Retirement Accounts ................ 12
PRICING OF SHARES ............................... 13
REDEMPTION OF SHARES ............................ 13
If By Mail .................................... 13
If By Telephone ............................... 13
BROKERAGE ....................................... 14
SHAREHOLDERS MEETINGS ........................... 14
REPORTS TO SHAREHOLDERS ......................... 15
TRANSFER AGENT .................................. 15
CUSTODIAN ....................................... 15
AUDITORS ........................................ 15
LEGAL OPINION ................................... 15
LITIGATION ...................................... 15
ADDITIONAL INFORMATION .......................... 15

Prospectus | 2

<PAGE>

FUND EXPENSES

Set forth below is a table containing information regarding the annual
expenses which may be incurred by the Fund. The purpose of this table is to
assist an investor in understanding the various costs and expenses that a
shareholder in the Fund will bear directly or indirectly.

Shareholder Transaction Expenses:

Sales Load Imposed on Purchases ............... None
Sales Load Imposed on Reinvested Dividends .... None
Redemption Fees ............................... $10
Exchange Fees ................................. None
IRA Trustee Fees .............................. $20

Annualized Fund Operating Expenses:

Management Fees ............................... 1.50%
12b-1 Fees .................................... None
Other Expenses* ............................... 0.50%
-----
Total Operating Expenses ...................... 2.00%
=====

The Fund and the Investment Adviser may enter into arrangements with brokerage
firms and financial institutions under which shares of the Fund may be
purchased or sold. Investors may be charged a transaction fee if they effect
transactions in Fund shares through a broker or agent.

*Fees payable under the Administration Agreement between the Fund and the
Investment Adviser are fixed at 0.50% of the Fund's average daily net assets
up to $50 million, 0.45% of such assets from $50 million to $200 million,
0.40% of such assets from $200 million to $500 million, 0.35% of such assets
from $500 million to $1 billion, and 0.30% of such assets in excess of $1
billion.

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

The following is an example that illustrates the expenses paid on a $1,000
investment over various time periods assuming (a) 5% annual rate of return and
(b) redemption at the end of each time period. This example should not be
considered a representation of past or future expenses or performance. Actual
expenses may be greater or less than those shown.

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
$30 $73 $118 $243

Prospectus | 3

<PAGE>

FINANCIAL HIGHLIGHTS

The following financial highlights table shows the results for a share
outstanding of the Fund. You should read this information in conjunction with
the financial statements included in the Fund's most recent Annual and
Semi-Annual Reports. The Fund's December 31, 1997 financial statements were
audited by Meredith, Cardozo, Lanz & Chiu LLP, Independent Certified Public
Accountants. Their report on the financial statements and financial highlights
is included in the Annual Report. The financial statements and financial
highlights are incorporated by reference in the Fund's Statement of Additional
Information. The financial data for the six-month period ended June 30, 1998
have not been audited.
<TABLE>
<CAPTION>
BERKSHIRE CAPITAL GROWTH & VALUE FUND

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 ---------- --------
<S> <C> <C>
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%
<FN>

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

Prospectus | 4

<PAGE>

THE FUND

Berkshire Capital Growth & Value Fund is an open-end, non-diversified
portfolio of the Berkshire Capital Investment Trust. The Trust was organized
on November 25, 1996 as a Delaware business trust and is authorized to issue
an indefinite number of shares of beneficial interest. The Trust's registered
office is 1209 Orange Street, Wilmington, Delaware 19801. Mail may be
addressed to Trust's principal executive office at 475 Milan Drive, #103, San
Jose, California 95134-2453.

INVESTMENT OBJECTIVE

Berkshire Capital Growth & Value Fund has the primary objective of long-term
capital appreciation through investments in equity securities. The Fund seeks
to accomplish this objective by investing primarily in equities of growth
companies in sectors offering the potential for above-average returns and/or
those companies which the Fund's adviser believes to be undervalued at their
current market price, resulting in the potential for capital appreciation. In
selecting investments for the Fund, the adviser's primary emphasis is
typically on evaluating a company's management, growth prospects, business
operations, revenues, earnings, cash flows, and balance sheet in relationship
to its share price. Fundamental analysis by use of dividend and cash flow
discounting models are often employed to determine the intrinsic value of a
company and then compared to the current share price. Receipt of income is a
secondary objective, as some investments may yield dividends, interest or
other income.

RISK FACTORS

Generally: Risks associated with the Fund's performance will be those due to
broad market declines and business risks from difficulties which occur to
particular companies while in the Fund's portfolio. It must be realized, as is
true of almost all securities, there can be no assurance that the Fund will
obtain its ongoing objective of capital appreciation.

Non-Diversification: The Fund will be operated as a non-diversified investment
company and as such, the Fund's shares may be more susceptible to adverse
change in value than would be the shares of a diversified investment company.

Concentration: The Fund has adopted the fundamental policy concentrating at
least 25% of its assets in the equity securities of companies in the
electronic technology industry. Because of such policy, the Fund may be
subject to greater risk than that of a fund which is fully diversified among
many market sectors.

PORTFOLIO TURNOVER POLICY

The Fund does not propose to purchase securities for short-term trading in the
ordinary course of operations. Accordingly, it is expected that the annual
turnover rate will not exceed 50%, wherein turnover is computed by dividing
the lesser of the Fund's total purchases or sales of securities within the
period by the average monthly portfolio value of the Fund during such period.
There may be times when management deems it advisable to substantially alter
the composition of the portfolio, in which event, the portfolio turnover rate
might substantially exceed 50%; this would only result from special
circumstances and not from the Fund's normal operations.

Prospectus | 5

<PAGE>

CONCENTRATION AND NON-DIVERSIFICATION POLICY

Concentration: The Fund will concentrate its investments in the equity
securities of companies in the electronic technology industry. Concentration
requires the Fund to invest 25% or more of the value of its total assets in
securities of issuers in a particular industry. Companies in the electronic
technology industry shall include businesses which are principally engaged in
the development, production, or distribution of products or services related
to the following business segments: Computers, Computer Peripherals,
Semiconductors, Software, Telecommunications and Mass Storage Devices. In some
future period or periods, due to adverse economic conditions in the electronic
technology industry, the Fund may temporarily have less than 25% of the value
of its assets invested in that industry. At such times the adviser may adopt a
temporary defensive posture and recommend the Fund invest in money market
instruments or U.S. Government securities. As a result of such concentration
in the electronic technology industry, the Fund's shares may fluctuate more
widely than the value of shares of a portfolio which invests in a broader
range of industries.

Non-Diversification: The Fund is classified as being non-diversified which
means that it may not invest more than 25% of its assets in the securities of
any one issuer and, with respect to 50% of its total assets, the Fund may not
invest more than 5% of its total assets in the securities of any one issuer.
Thus, the Fund may invest up to 25% of its total assets in the securities of
each of any two issuers. The Fund, therefore, may be more susceptible to risk
of loss than a more widely diversified fund as a result of a single economic,
political, or regulatory occurrence. The policy of the Fund, in the hope of
achieving its objective as stated above, is therefore one of selective
investments rather than broad diversification. The Fund seeks only enough
diversification for adequate representation among what it considers to be the
best performing securities and to maintain its federal non-taxable status
under Sub-Chapter M of the Internal Revenue Code.

TAX STATUS

Under the provisions of Sub-Chapter M of the Internal Revenue Code of 1986 as
amended, the Fund intends to pay out substantially all of its investment
income and realized capital gains. As a result, the Fund intends to be
relieved of federal income tax on the amounts distributed to shareholders. In
order to qualify as a "regulated investment company" under Sub-Chapter M, at
least 90% of the Fund's income must be derived from dividends, interest, and
gains from securities transactions. No more than 30% of the Fund's profits may
be derived from securities held less than three months and no more than 50% of
the Fund assets may be held in security holdings that exceed 5% of the total
assets of the Fund at time of purchase. Distribution of any net long-term
capital gains realized by the Fund will be taxable to the shareholder as
long-term capital gains regardless of the length of time Fund shares have been
held by the investor. All income realized by the Fund, including short-term
capital gains, will be taxable to the shareholder as ordinary income.
Dividends from net income will be made annually or more frequently at the
discretion of the Fund's Board of Trustees and will automatically be
reinvested in additional Fund shares at net asset value, unless shareholder
has elected to receive payment in the form of cash. Dividends received shortly
after purchase of shares by an investor will have the effect of reducing the
per share net asset value of the shares by the amount of such dividends or
distributions and, although in effect a return of capital, are subject to
federal income taxes.

The Fund is required by federal law to withhold 31% of reportable payments
(which may include dividends, capital gains, distributions and redemptions)
paid to shareholders who have not complied with IRS regulations. In order to
avoid this withholding requirement you must certify on the Shareholder
Purchase Application supplied by the Fund, that your Social Security or
Taxpayer Identification Number is correct and that you are not currently
subject to back-up withholding or otherwise certify that you are exempt from
back-up withholding.

Prospectus | 6

<PAGE>

INVESTMENT RESTRICTIONS

The Fund has adopted the following fundamental investment restrictions. These
restrictions cannot be changed without approval by the holders of a majority
of the outstanding voting securities of the Fund. As defined in the Investment
Company Act of 1940 (the "Act"), the "vote of a majority of the outstanding
voting securities" means the lesser of the vote of (i) 67% of the shares of
the Fund at a meeting where 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 Fund.

The Fund may not:

(a) Act as underwriter for securities of other issuers except insofar as the
Fund may be deemed an underwriter in selling its own portfolio securities.

(b) Borrow money or purchase securities on margin except for temporary or
emergency (not leveraging) purposes, including the meeting of redemption
requests that might otherwise require the untimely disposition of securities,
in an aggregate amount not exceeding 25% of the value of the Fund's total
assets at the time any borrowing is made. While the Fund's borrowings are in
excess of 5% of its total assets, the Fund will not purchase any additional
portfolio securities.

(d) Invest in securities of other investment companies except as part of a
merger, consolidation, or purchase of assets approved by the Fund's
shareholders or by purchases with no more than 10% of the Fund's assets in the
open market involving only customary broker's commissions.

(e) Make investments in commodities, commodity contracts or real estate
although the Fund may purchase and sell securities of companies which deal in
real estate or interests therein.

(f) Make loans. The purchase of a portion of a readily marketable issue of
publicly distributed bonds, debentures or other debt securities will not be
considered the making of a loan.

(g) Acquire more than 10% of the securities of any class of another issuer,
treating all preferred securities of an issuer as a single class and all debt
securities as a single class, or acquire more than 10% of the voting
securities of another issuer.

(h) Invest in companies for the purpose of acquiring control.

(i) Purchase or retain securities of any issuer if those officers, directors
or trustees of the Fund or its Investment Adviser individually owns more than
1/2 of 1% of any class of security or collectively own more than 5% of such
class of securities of such issuer.

(j) Pledge, mortgage or hypothecate any of its assets.

(k) Invest in securities which may be subject to registration under the
Securities Act of 1933 prior to sale to the public or which are not at the
time of purchase readily saleable.

(l) Invest more than 10% of the total Fund assets, taken at market value at
the time of purchase, in securities of companies with less than three years'
continuous operation, including the operations of any predecessor.

(m) Issue senior securities.

(n) Acquire any securities of companies within one industry if, as a result of
such acquisition, more than 25% of the value of the Fund's total assets would
be invested in securities of companies within such industry; provided,
however, that there shall be no limitation on the purchase of securities of
companies in the electronic technology industry.

With respect to fundamental restriction (n) above, companies in the electronic
technology industry shall be defined as businesses which are principally
engaged in the development, production, or distribution of products or
services related to the following business segments: Computers, Computer
Peripherals, Semiconductors, Software, Telecommunications and Mass Storage
Devices.

Prospectus | 7

<PAGE>

In connection with its investment objective and policies the Fund may,
however, invest in the following types of securities which can involve certain
risks:

U.S. Government Securities: The Fund may purchase securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities. Such
securities will typically include, without limitation, U.S. Treasury
securities such as Treasury Bills, Treasury Notes or Treasury Bonds that
differ in their interest rates, maturities and times of issuance.

Bank Obligations: The Fund may invest in bank obligations, including
certificates of deposit, time deposits, banker's acceptances and other
short-term obligations of banks, savings and loan associations and other
banking institutions.

Warrants: The Fund may purchase warrants, valued at the lower of cost or
market, but only to the extent that such purchase does not exceed 5% of the
Fund's net assets at the time of purchase. Included within that amount, but
not to exceed 2% of the Fund's net assets, may be warrants which are not
listed on the New York or American Stock Exchanges.

INVESTMENT ADVISER

The Fund retains Berkshire Capital Holdings, Inc., at 475 Milan Drive, #103,
San Jose, California 95134-2453, as its Investment Adviser. Berkshire Capital
Holdings, Inc. (the "Investment Adviser") is a California corporation founded
in February 1993. The company is registered as an Investment Adviser with the
Securities and Exchange Commission under the Investment Advisers Act of 1940.
The corporation is controlled and wholly-owned by Malcolm R. Fobes III and
Ronald G. Seger

Malcolm R. Fobes III has the direct responsibility for the overall strategic
management of the Fund's portfolio and its administration. Mr. Fobes founded
Berkshire Capital Holdings, Inc. in 1993, has served as Chairman of the Board
and Chief Executive Officer since the company's inception, and has been
responsible for the direction of the company's investments in both private and
publicly-held concerns. Mr. Fobes has a B.S. degree in Finance and a minor in
Economics from San Jose State University in California. In addition to
founding the company in 1993, Mr. Fobes was also simultaneously retained by
Adobe Systems, Inc., a high-technology software development firm, as a
technical support engineer from May 1991 to November 1994. Mr. Fobes has
served exclusively in the capacity of Chairman and Chief Executive Officer of
the Investment Adviser from November 1994 to present. Ronald G. Seger has
served as Secretary and member of the Board of Directors of the Investment
Adviser since September 1996. Both Mr. Fobes and Mr. Seger also serve as
Trustees of the Fund.

ADVISORY FEE

The Fund will be managed by Berkshire Capital Holdings, Inc. The Investment
Adviser will be paid a fee of 1.5% per year on the net assets of the Fund. All
fees are computed on the average daily closing net asset value of the Fund and
are payable monthly. Such fee is higher than the fee paid by most other funds.
Notwithstanding, the Investment Adviser may at its discretion, forgo
sufficient fees which would have the effect of lowering the Fund's expense
ratio and increasing the yield to shareholders.

FUND ADMINISTRATION

In addition to its fee for serving as the Fund's Investment Adviser, Berkshire
Capital Holdings, Inc. will receive a fee for serving as the Fund's
administrator. The fee will be paid monthly at an annual rate of 0.50% of the
Fund's average daily net assets up to $50 million, 0.45% of such assets from
$50 million to $200 million, 0.40% of such assets from $200 million to $500
million, 0.35% of such assets from $500 million to $1 billion, and 0.30% of
such assets in excess of $1 billion. For such fee, Berkshire Capital Holdings,
Inc. is responsible for providing administrative and general supervisory
services to the Fund and will provide virtually all customary services
required for Fund operations.

Prospectus | 8

<PAGE>

ADVISORY AND ADMINISTRATION AGREEMENTS

On October 26, 1997 the Board of Trustees unanimously approved an investment
advisory contract (the "Advisory Agreement") and a separate administration
contract (the "Administration Agreement") with Berkshire Capital Holdings,
Inc. The Advisory Agreement and the Administration Agreement are effective
through December 31, 1998. Thereafter, both agreements may be continued for
successive periods not to exceed one year, provided that such continuance is
specifically approved annually by (a) the Fund's Board of Trustees or (b) vote
of the holders of a majority (as defined in the 1940 Act) of the outstanding
voting securities of the Fund. In either event, the continuance must be
approved by a majority of the Board of Trustees who are not "interested
persons" of the Trust (as defined in the 1940 Act) or the Investment Adviser,
by vote cast in person at a meeting called for the purpose of voting on such
approval.

Under the Advisory Agreement, Berkshire Capital Holdings, Inc. will determine
what securities will be purchased, retained or sold by the Fund on the basis
of a continuous review of its portfolio. Mr. Fobes, will have the direct
responsibility of managing the composition of the Fund's portfolio in
accordance with the Fund's investment objective. Pursuant to its contract with
the Fund, the Investment Adviser is (i) required to render research,
statistical and advisory services to the Fund, (ii) make specific
recommendations based on the Fund's investment requirements, and (iii) pay
salaries of the Fund's employees who may be officers, directors or employees
of the Investment Adviser. Excepting these items, the Fund pays all other fees
and expenses incurred in conducting its business affairs. The Investment
Adviser has paid the initial organizational costs of the Fund and will
reimburse the Fund for any and all losses incurred because of purchase
reneges.

Under the Administration Agreement, the Investment Adviser will render all
administrative and supervisory services to the Fund. The Adviser will oversee
the maintenance of all books and records with respect to the Fund's securities
transactions and the Fund's book of accounts in accordance with all applicable
federal and state laws and regulations. The Adviser will also arrange for the
preservation of journals, ledgers, corporate documents, brokerage account
records and other records which are required pursuant to Rule 31a-1
promulgated under the 1940 Act. In accordance with the Administration
Agreement, the Adviser is also responsible for the equipment, staff, office
space and facilities necessary to perform its obligations. The Fund will
assume all other expenses except to the extent of those paid by the Adviser.

The Investment Adviser assumes and shall pay all ordinary expenses of the
Fund. Examples of such expenses include: (a) organizational costs, (b)
compensation of the Investment Adviser's personnel, (c) compensation of any of
the Fund's trustees, officers or employees who are not interested persons of
the Investment Adviser or its affiliates, (d) fees and expenses of registering
the Fund's shares under the federal securities laws and of qualifying its
shares under applicable state Blue Sky laws, including expenses attendant upon
renewing such registrations and qualifications, (e) insurance premiums, (f)
fidelity bonds, (g) accounting and bookkeeping costs and expenses necessary to
maintain the Fund's books and records, (h) outside auditing and ordinary legal
expenses, (i) all costs associated with shareholders meetings and the
preparation and dissemination of proxy solicitation materials, (j) costs of
printing and distribution of the Fund's Prospectus and other shareholder
information to existing shareholders, (k) charges, if any, of custodian and
dividend disbursing agent's fees, (l) industry association fees, and (m) costs
of independent pricing services and calculation of daily net asset value. The
Adviser may, at its discretion, assume any additional expenses ordinarily
assumed by the Fund when it determines that such action is in the best
interest of the shareholders. Any extraordinary and non-recurring expenses
shall be paid by the Fund.

Prospectus | 9

<PAGE>

The Investment Adviser may act as an investment adviser and administrator to
other persons, firms, or corporations (including investment companies), and
may have numerous advisory clients besides the Fund.

The Advisory Agreement and the Administration Agreement are terminable on 60
days' written notice, without penalty, by a vote of a majority of the Fund's
outstanding shares or by vote of a majority of the Fund's entire Board of
Trustees, or by the Investment Adviser on 60 days' written notice, and
automatically terminates in the event of its assignment.

MANAGEMENT OF THE FUND

The business of the Fund is managed under the direction of its Board of
Trustees in accordance with Section 3.2 of the Declaration of Trust of
Berkshire Capital Investment Trust, which Declaration of Trust has been filed
with the Securities and Exchange Commission and is available upon request.
Pursuant to Section 2.6 of the Declaration of Trust, the trustees shall elect
officers including a president, secretary and treasurer. The Board of Trustees
retains the power to conduct, operate and carry on the business of the Fund
and has the power to incur and pay any expenses which, in the opinion of the
Board of Trustees, are necessary or incidental to carry out any of the Fund's
purposes. The trustees, officers, employees and agents of the Fund, when
acting in such capacities, shall not be subject to any personal liability
except for his or her own bad faith, willful misfeasance, gross negligence or
reckless disregard of his or her duties. The trustees and officers, together
with their addresses, age, principal occupations during the past five years
and ownership of the Fund are as follows:
<TABLE>
<CAPTION>
Principal Occupation Fund Shares Percent
Name and Address Past 5 Years Owned 11/2/98 of Class
- ----------------------- ---------------------------------- ------------- --------
<S> <C> <C> <C>
*Malcolm R. Fobes III BERKSHIRE CAPITAL INVESTMENT TRUST; 7,585 46.02%
475 Milan Drive, #103 Trustee/President
San Jose, CA 95134 BERKSHIRE CAPITAL HOLDINGS, INC.;
Age: 34 Chairman & CEO
ADOBE SYSTEMS, INC.;
Technical Support Engineer

*Ronald G. Seger BERKSHIRE CAPITAL INVESTMENT TRUST; 5,362 32.53%
715 Glenborough Drive Trustee/Secretary
Mountain View, CA 94041 RONALD G. SEGER, O.D.;
Age: 48 Optometrist

**Leland F. Smith BERKSHIRE CAPITAL INVESTMENT TRUST; 503 3.05%
#7 Rocky Mountain Lane Trustee
Sunriver, OR 97707 CORPORATE ASSET STRATEGIES, INC.;
Age: 59 Chairman & CEO
ELESCO, LTD.;
Chairman & CEO

Andrew W. Broer BERKSHIRE CAPITAL INVESTMENT TRUST; 839 5.09%
455 Navaro Way, #201 Trustee
San Jose, CA 95134 CISCO SYSTEMS, INC.;
Age: 32 Data Center Manager
TALIGENT, INC.;
Software Integration Engineer
<FN>
*Trustees of the Fund who are considered "interested persons" as defined in
Section 2(a)(19) of the Investment Company Act of 1940 by virtue of their
affiliation with the Investment Adviser.

**Corporate Asset Strategies, Inc. provides consulting services in the field
of corporate real estate management.
</FN>
</TABLE>

REMUNERATION OF OFFICERS AND TRUSTEES

The Fund does not intend to pay fees to the trustees until such time as the
Fund's assets exceed $2,500,000; although the Fund will reimburse trustees for
their expenses. The Fund does not compensate trustees affiliated with the
Investment Adviser except as they may benefit through payment of the Advisory
and Administrative fees.

Prospectus | 10

<PAGE>

ORGANIZATION AND CAPITAL STRUCTURE

The Trust was organized on November 25, 1996 as a Delaware business trust and
is authorized to issue an unlimited number of shares of beneficial interest.
At present there is only one series authorized by the Trust, which series has
been designated as the Berkshire Capital Growth & Value Fund. The Board of
Trustees may authorize the creation of an additional series without
shareholder approval.

All shares, when issued, will be fully paid and non-assessable and will be
redeemable and freely transferable. All shares have equal voting rights and
can be issued as full or fractional shares. A fractional share has pro rata
the same kind of rights and privileges as a full share. The shares possess no
preemptive or conversion rights.

Each shareholder has one vote for each share held irrespective of the relative
net asset value of the shares. Each share has equal dividend, distribution and
liquidation rights. The voting rights of the shareholders are non-cumulative,
so that holders of more than 50% of the shares can elect all trustees being
elected. On some issues, such as election of trustees, all shares of the Fund
vote together as one series. In the event that the Trust authorizes additional
series of shares as separate funds, on issues affecting only a particular
fund, the shares of the affected fund will vote as a separate series. An
example of such an issue would be a fundamental investment restriction
pertaining to only one fund.

The Board of Trustees of the Trust is responsible for managing the business
affairs of the Fund. The Board of Trustees consists of four members: Malcolm
R. Fobes III, Ronald G. Seger, Leland F. Smith and Andrew W. Broer. As of
November 2, 1998, the Board of Trustees owned of record or beneficially 86.69%
of the Fund's outstanding shares. Malcolm R. Fobes III and Ronald G. Seger
owned 46.02% and 32.53% of the Fund's outstanding shares respectively and are
considered control persons as defined under Section 2(a)(9) of the 1940 Act by
virtue of their ownership of more than 25% of the voting securities of the
Fund.

PURCHASE OF SHARES AND REINVESTMENT

The offering price of the shares offered by the Fund is at the Net Asset Value
("NAV") per share next determined after receipt of the purchase order by the
Fund and is computed in the manner described under the caption "Pricing of
Shares" in this Prospectus. The Fund reserves the right to terminate the
offering of the shares made by this Prospectus at any time and to refuse
purchase applications when, in the judgement of management, such termination
or refusal is in the best interests of the Fund. The Fund also reserves the
right to waive initial and subsequent investment minimums and to modify
investment minimums generally from time to time. The Fund does not intend to
issue share certificates to its shareholders whereby shares of the Fund shall
be considered "uncertificated securities" as defined under Rule 17f-1 of the
Securities Exchange Act of 1934. The Fund and the Investment Adviser may enter
into arrangements with brokerage firms and financial institutions under which
shares of the Fund may be purchased or sold. Investors may be charged a
transaction fee if they effect transactions in Fund shares through a broker or
agent.

Initial Investments: Initial purchase of shares of the Fund may be made by
application submitted to the Fund. For the convenience of investors, a Share
Purchase Application is provided with this Prospectus. The minimum initial
purchase of shares is $5,000 unless investing through the vehicle of an
Individual Retirement Account ("IRA"), in which case the minimum initial
investment is $2,000. Such initial investment amount is due and payable three
(3) business days after the purchase date. The Fund will be initially
registered in California and therefore restricted to California residents at
the time of purchase. There will be no solicitation out of the state of
California of potential shareholders until registration under the Blue Sky
laws of the state of residence have been met.

Prospectus | 11

<PAGE>

Subsequent Purchases: Subsequent purchases may be made by mail or by phone and
are due and payable three (3) business days after the purchase date. The
minimum is $500, or $200 for an IRA. Less may be accepted under special
circumstances.

Reinvestments: The Fund will automatically retain and reinvest dividends and
capital gains distributions and use same for the purchase of additional shares
for the shareholder at net asset value as of the close of business on the
distribution date. A shareholder may at any time by letter or forms supplied
by the Fund direct the Fund to pay dividends and/or capital gains
distributions, if any, to such shareholder in cash.

Fractional Shares: Full or fractional shares will be issued by the Fund.
Fractional shares will be issued to three decimal places as purchased from the
Fund. The Fund will maintain an account for each shareholder of shares for
which no certificates have been issued.

RETIREMENT PLANS

Generally: Shares of the Fund may be purchased directly by existing retirement
plans which allow for such investment. Self-employed individuals may purchase
shares through properly drafted Keogh plans covering the self-employed
individual or eligible employees. An investor should consult with a tax
adviser concerning the eligibility or establishment of such plans before
investing in shares of the Fund.

Individual Retirement Accounts: Certain individuals may be eligible to
establish an Individual Retirement Account (IRA) with the Fund if they meet
the applicable requirements of the Internal Revenue Code. Persons who earn
compensation and are not covered by a company retirement plan (and, if
married, your spouse is not covered by a company retirement plan) may
establish IRA accounts using Fund shares. Under such circumstances, annual
contributions by individuals, limited to the lesser of $2,000 or 100% of
compensation, are tax deductible from gross income. If you are married (filing
jointly) and each spouse establishes an IRA, each spouse may contribute up to
$2,000 to his or her IRA for a year as long as the combined compensation of
both spouses for the year is at least $4,000. Contributions to each spousal
account are fully deductible under the aforementioned guidelines. IRA
contributions may also be tax deductible for individual taxpayers and married
couples if covered by a company retirement plan as long as adjusted gross
incomes are within certain specified limits. All individuals may make
nondeductible IRA contributions to separate accounts. You may begin to make
non-penalty IRA withdrawals as early as age 59 1/2 or as late as 70 1/2. Most
withdrawals from an IRA account before age 59 1/2 are subject to a 10% penalty
tax in addition to regular income taxes. In certain situations, withdrawals
before age 59 1/2 are not subject to the 10% penalty. For example, in the
event of death or disability early withdrawals may be made without penalty.
Investors should consult their tax advisers to determine whether they are
qualified to take advantage of an IRA and whether an investment in the Fund
would be appropriate.

The Board of Trustees has selected Delaware Charter Guarantee & Trust Co. as
the Fund's trustee for qualified individuals who wish to establish an IRA
account funded with shares of the Fund. Although the Fund does not charge IRA
fees itself, there are fees charged by Delaware Charter Guarantee & Trust Co.
to open and maintain an IRA account. To establish an IRA account, all
prospective applicants are required to complete an IRA application for
Delaware Charter Guarantee & Trust Co. A disclosure statement describing the
general provisions of the IRA will be forwarded to all prospective applicants
as required by U.S. Treasury regulations. All IRAs may be revoked within seven
(7) days of their establishment with no penalty. For more information
regarding the establishment of an IRA account, please direct all inquiries to
the Fund at its principal office in San Jose, California.

Prospectus | 12

<PAGE>

PRICING OF SHARES

The net asset value of the Fund's shares is determined as of the close of
business of the New York Stock Exchange on each business day of which that
Exchange is open (presently 4:00 p.m.); Monday through Friday exclusive of
Washington's Birthday, Good Friday, Memorial Day, July 4th, Labor Day,
Thanksgiving, Christmas and New Year's Day. The price is determined by
dividing the value of its securities, plus any cash and other assets less all
liabilities, excluding capital surplus, by the number of shares outstanding.
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. Short-term paper (debt obligations that mature in less
than 60 days) are valued at amortized cost which approximates market value.
Other assets are valued at fair market value as determined in good faith by
the Board of Trustees.

REDEMPTION OF SHARES

The Fund will redeem all or any portion of a shareholder's shares of the Fund
when requested in accordance with the procedures set forth below. Although the
Fund does not charge a redemption fee, there is a fee equal to that charged to
the Fund by the registered Transfer Agent for processing services, currently
$10 regardless of the number of shares redeemed.

All redemption requests should be made to the Fund at its principal office in
San Jose, California. The redemption price shall be the net asset value per
share next determined after notice is received by the Fund.

If By Mail: Send a written request, signed by all registered owners in the
exact names in which they appear on the account indicating the dollar amount
or number of shares to be redeemed. Redemption requests by corporations,
partnerships, trusts, estates, guardianships, custodial accounts and accounts
under court jurisdiction shall be accompanied with all supporting legal
documents if required by applicable law. To be in proper form, such redemption
requests shall be signed by an authorized officer and must indicate the
capacity in which the officer is acting.

If by Telephone: Shareholders who complete the Share Purchase Application
provided with this Prospectus may redeem shares of the Fund by telephone if
they have elected on the application to do so. The Fund will employ reasonable
procedures to confirm that all instructions given by telephone are genuine.
Such procedures shall include requiring the caller to provide personal and/or
account information for the purpose of establishing the caller's
identification and sending a confirmation statement on redemptions to the
address of record each time activity is initiated by telephone. As long as the
Fund's registered transfer agent follows instructions communicated by
telephone which were reasonably believed to be genuine at the time of receipt,
neither the Fund nor the registered transfer agent shall be liable for any
loss to the shareholder caused by an unauthorized transaction. In any instance
where the Fund's registered transfer agent is not reasonably satisfied that
instructions received by telephone are genuine, neither the Fund nor the
transfer agent shall be liable for any losses which may occur because of delay
in implementing a transaction.

Unless the shareholder is known to management, all signatures must be
guaranteed by an "eligible guarantor institution" as defined under Rule
17Ad-15 of the Securities Exchange Act of 1934. Generally, such institutions
include national or state banks, savings and loan associations, credit unions,
brokers and dealers which are members of a national securities exchange or a
clearing agency and maintain a net capital of at least $100,000, national
securities exchanges, registered securities associations, clearing agencies
and institutions that participate in the Securities Transfer Agent Medallion
Program ("STAMP") or other recognized signature guarantee medallion programs.
Such guarantees must be signed by an authorized signatory thereof with
"Signature Guaranteed" appearing along with the shareholder's signature. A
notarized signature will not be sufficient for the request to be in proper
form. Redemption requests by corporate and fiduciary shareholders must be
accompanied by appropriate documentation establishing authority of the person
seeking to act on behalf of the account.

Prospectus | 13

<PAGE>

Payment by the Fund will ordinarily be made within seven (7) business days
provided the shareholder has complied with all the aforementioned
requirements. However, if an investor has purchased Fund shares by check and
subsequently submits a redemption request, the redemption proceeds will not be
transmitted until the check used for investment has cleared, which may take up
to fifteen (15) days. The Fund may suspend the right of redemption or postpone
the date of payment if; the New York Stock Exchange is closed for other than
customary weekend or holiday closings, or when trading on the New York Stock
Exchange is restricted as determined by the Securities and Exchange Commission
or when the Commission has determined that an emergency exists, thereby making
disposal of fund securities or valuation of net assets not reasonably
practicable, or for such other periods as the Commission may permit. The Fund
intends to make payments in cash, however, if the Board of Trustees believes
that economic conditions exist which would make such practice detrimental to
the best interests of the Fund, redemption may be accomplished through
distribution of portfolio securities of the Fund. The Fund and the Investment
Adviser may enter into arrangements with brokerage firms and financial
institutions under which shares of the Fund may be purchased or sold.
Investors may be charged a transaction fee if they effect transactions in Fund
shares through a broker or agent.

BROKERAGE

The Fund requires all brokers to effect transactions in portfolio securities
in such a manner as to get prompt execution of the orders at the most
favorable price. Under the terms of the Advisory Agreement, the Adviser is
authorized to employ all brokers to execute orders for the purchase and sale
of portfolio securities on behalf of the Fund. The Adviser will use its best
judgement in determining which broker can provide the best net price and
execution. The selected broker shall be required to provide prompt and
reliable execution at a reasonably competitive price. The Adviser may select
brokers who, in addition to meeting primary requirements of execution and
price, may furnish statistical or other factual information and services,
which, in the opinion of management, will produce a direct benefit to the Fund
or assist the Adviser in carrying out its responsibilities to the Fund. Such
information and services shall include economic studies, industry studies,
statistical analysis, corporate reports and quotations necessary to determine
the value of the Fund's net assets. No effort is made to determine the value
of these services or the amount they might have reduced the expenses of the
Adviser. Other than as set forth above, the Fund has no fixed policy, formula,
method, or criteria which it uses in allocating brokerage business to firms
furnishing these materials and services. The Board of Trustees will evaluate
and review the reasonableness of brokerage commissions paid semiannually.

SHAREHOLDERS MEETINGS

Annual meetings of shareholders will not be held unless called by the
shareholders pursuant to Delaware Business Trust Act or unless required by the
1940 Act and the rules and regulations promulgated thereunder. Special
meetings of the shareholders may be held from time to time when called upon by
(i) the Chairman of the Board of Trustees, if one exists, the President and
two or more trustees, (ii) by one or more shareholders holding ten percent or
more of the shares entitled to vote on matters presented to the meeting, or
(iii) if the annual meeting is not held within any thirteen month period, upon
application of any shareholder, a court of competent jurisdiction may
summarily order that such meeting be held. In addition, the 1940 Act requires
a shareholder vote on all investment advisory contracts and amendments
thereto. Shareholder inquiries should be directed to the Fund's principal
office at 475 Milan Drive, #103, San Jose, California 95134-2453.

Prospectus | 14

<PAGE>

REPORTS TO SHAREHOLDERS

The Fund sends all shareholders annual reports containing audited financial
statements and other periodic reports, at least semiannually, containing
unaudited financial statements.

TRANSFER AGENT

The Investment Adviser has retained Mutual Shareholder Services (the "Transfer
Agent") to provide shareholder servicing, dividend disbursing and transfer
agent services. The Transfer Agent is an indirect wholly-owned subsidiary of
Maxus Information Systems, Inc. The Investment Adviser (not the Fund) pays the
Transfer Agent's fees for these services.

CUSTODIAN

Fifth Third Bank, 38 Fountain Square Plaza, Cincinnati, Ohio 45263, has been
retained to act as Custodian for the Fund's investments. Fifth Third Bank acts
as the Fund's depository, safekeeps its portfolio securities, collects all
income and other payments with respect thereto, disburses funds as instructed
and maintains records in connection with its duties.

AUDITORS

The firm of McCurdy & Associates CPA's, Inc., 27955 Clemens Road, Westlake,
Ohio 44145, has been selected as independent auditors for the Fund for the
fiscal year ending December 31, 1998. McCurdy & Associates CPA's, Inc. will
perform an annual audit of the Fund's financial statements and will advise the
Fund as to certain accounting matters.

LEGAL OPINION

The legality of the shares offered hereby have been passed upon by Hall &
Evans, L.L.C., 1200 Seventeenth Street, Suite 1700, Denver, Colorado 80202.

LITIGATION

As of the date of this prospectus, there was no pending or threatened
litigation involving the Fund in any capacity whatsoever.

ADDITIONAL INFORMATION

This Prospectus omits certain information contained in the registration
statement on file with the Securities & Exchange Commission. The registration
statement may be inspected without charge at the principal office of the
Commission in Washington, D.C. and copies of all or part thereof may be
obtained upon payment of the fee prescribed by the Commission. Shareholders
may also direct inquiries to the Fund by phone or at the address given on
cover of this Prospectus.

Prospectus | 15

<PAGE>

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

PROSPECTUS
NOVEMBER 2, 1998

INVESTMENT ADVISER
Berkshire Capital Holdings, Inc.
475 Milan Drive, Suite #103
San Jose, California 95134

INDEPENDENT AUDITORS
McCurdy & Associates CPA's, Inc.
27955 Clemens Road
Westlake, Ohio 44145

TRANSFER AGENT
Mutual Shareholder Services
1301 East Ninth Street
Suite 3600
Cleveland, Ohio 44114

CUSTODIAN
Fifth Third Bank
38 Fountain Square Plaza
Cincinnati, Ohio 45263

LEGAL COUNSEL
Hall & Evans, LLC
1200 Seventeenth Street,
Suite 1700,
Denver, Colorado 80202

- ---------------------------------
BERKSHIRE CAPITAL INVESTMENT TRUST
475 Milan Drive, Suite #103
San Jose, California 95134
(408) 526-0707

<PAGE>

BERKSHIRE CAPITAL INVESTMENT TRUST
BERKSHIRE CAPITAL GROWTH & VALUE FUND
475 Milan Drive, Suite #103
San Jose, California 95134-2453
(408) 526-0707

Part B

STATEMENT OF ADDITIONAL INFORMATION

NOVEMBER 2, 1998

This Statement of Additional Information is not a Prospectus, but is to be
read in conjunction with the Prospectus for the Berkshire Capital Growth &
Value Fund dated November 2, 1998 (the "Prospectus"). To obtain the
Prospectus, please write or call the Fund at the address or phone number
referenced above.

TABLE OF CONTENTS

THE FUND ........................................ 2
INVESTMENT OBJECTIVE ............................ 2
RISK FACTORS .................................... 2
Generally ..................................... 2
Non-Diversification ........................... 2
Concentration ................................. 2
PORTFOLIO TURNOVER POLICY ....................... 2
CONCENTRATION AND NON-DIVERSIFICATION POLICY .... 3
Concentration ................................. 3
Non-Diversification ........................... 3
TAX STATUS ...................................... 3
INVESTMENT RESTRICTIONS ......................... 4
INVESTMENT ADVISER .............................. 5
ADVISORY FEE .................................... 5
FUND ADMINISTRATION ............................. 5
ADVISORY AND ADMINISTRATION AGREEMENTS .......... 6
MANAGEMENT OF THE FUND .......................... 7
REMUNERATION OF OFFICERS AND TRUSTEES ........... 7
PRINCIPAL SECURITY HOLDERS ...................... 8
ORGANIZATION AND CAPITAL STRUCTURE .............. 8
PURCHASE OF SHARES AND REINVESTMENT ............. 9
Initial Investments ........................... 9
Subsequent Purchases .......................... 9
Reinvestments ................................. 9
Fractional Shares ............................. 9
RETIREMENT PLANS ................................ 10
Generally ..................................... 10
Individual Retirement Account ................. 10
PRICING OF SHARES ............................... 10
REDEMPTION OF SHARES ............................ 11
If By Mail .................................... 11
If By Telephone ............................... 11
PERFORMANCE INFORMATION ......................... 12
BROKERAGE ....................................... 13
FINANCIAL STATEMENTS ............................ 14
MISCELLANEOUS INFORMATION ....................... 14

Statement of Additional Information | 1

<PAGE>

THE FUND

Berkshire Capital Growth & Value Fund (the "Fund") is an open-end,
non-diversified portfolio of the Berkshire Capital Investment Trust (the
"Trust"). The Trust was organized on November 25, 1996 as a Delaware business
trust and is authorized to issue an indefinite number of shares of beneficial
interest. The Trust's registered office is 1209 Orange Street, Wilmington,
Delaware 19801. Mail may be addressed to Trust's principal executive office at
475 Milan Drive, #103, San Jose, California 95134-2453.

INVESTMENT OBJECTIVE

RISK FACTORS

Concentration: The Fund has adopted the fundamental policy of concentrating at
least 25% of its assets in the equity securities of companies in the
electronic technology industry. Because of such policy, the Fund may be
subject to greater risk than that of a fund which is fully diversified among
many market sectors.

PORTFOLIO TURNOVER POLICY

Statement of Additional Information | 2

<PAGE>

CONCENTRATION AND NON-DIVERSIFICATION POLICY

TAX STATUS

Statement of Additional Information | 3

<PAGE>

INVESTMENT RESTRICTIONS

The Fund may not:

(a) Act as underwriter for securities of other issuers except insofar as the
Fund may be deemed an underwriter in selling its own portfolio securities.

(e) Make investments in commodities, commodity contracts or real estate
although the Fund may purchase and sell securities of companies which deal in
real estate or interests therein.

(f) Make loans. The purchase of a portion of a readily marketable issue of
publicly distributed bonds, debentures or other debt securities will not be
considered the making of a loan.

(h) Invest in companies for the purpose of acquiring control.

(j) Pledge, mortgage or hypothecate any of its assets.

(k) Invest in securities which may be subject to registration under the
Securities Act of 1933 prior to sale to the public or which are not at the
time of purchase readily saleable.

(m) Issue senior securities.

Statement of Additional Information | 4

<PAGE>

In connection with its investment objective and policies the Fund may,
however, invest in the following types of securities which can involve certain
risks:

INVESTMENT ADVISER

ADVISORY FEE

FUND ADMINISTRATION

Statement of Additional Information | 5

<PAGE>

ADVISORY AND ADMINISTRATION AGREEMENTS

Statement of Additional Information | 6

<PAGE>

The Advisory Contract and the Administration Agreement are terminable on 60
days' written notice, without penalty, by a vote of a majority of the Fund's
outstanding shares or by vote of a majority of the Fund's entire Board of
Trustees, or by the Investment Adviser on 60 days' written notice, and
automatically terminates in the event of its assignment.

MANAGEMENT OF THE FUND

<TABLE>
<CAPTION>
Principal Occupation Fund Shares Percent
Name and Address Past 5 Years Owned 11/2/98 of Class
- ----------------------- ---------------------------------- ------------- --------
<S> <C> <C> <C>
*Malcolm R. Fobes III BERKSHIRE CAPITAL INVESTMENT TRUST; 7,585 46.02%
475 Milan Drive, #103 Trustee/President
San Jose, CA 95134 BERKSHIRE CAPITAL HOLDINGS, INC.;
Age: 34 Chairman & CEO
ADOBE SYSTEMS, INC.;
Technical Support Engineer

*Ronald G. Seger BERKSHIRE CAPITAL INVESTMENT TRUST; 5,362 32.53%
715 Glenborough Drive Trustee/Secretary
Mountain View, CA 94041 RONALD G. SEGER, O.D.;
Age: 48 Optometrist

**Leland F. Smith BERKSHIRE CAPITAL INVESTMENT TRUST; 503 3.05%
#7 Rocky Mountain Lane Trustee
Sunriver, OR 97707 CORPORATE ASSET STRATEGIES, INC.;
Age: 59 Chairman & CEO
ELESCO, LTD.;
Chairman & CEO

<FN>
*Trustees of the Fund who are considered "interested persons" as defined in
Section 2(a)(19) of the Investment Company Act of 1940 by virtue of their
affiliation with the Investment Adviser.

**Corporate Asset Strategies, Inc. provides consulting services in the field
of corporate real estate management.
</FN>
</TABLE>

REMUNERATION OF OFFICERS AND TRUSTEES

Statement of Additional Information | 7

<PAGE>

PRINCIPAL SECURITY HOLDERS

As of November 2, 1998, the following persons owned of record 5% or more of
the shares of the Fund:

NAME: SHARES % OWNERSHIP
- -------------------- ------ -----------
Malcolm R. Fobes III 7,585 46.02%
475 Milan Drive, #103
San Jose, California 95134

Ronald G. Seger 5,362 32.53%
715 Glenborough Drive
Mountain View, California 94041

Andrew W. Broer 839 5.09%
455 Navaro Way, #201
San Jose, California 95134

As of November 2, 1998, the Trustees and officers of the Trust owned of record
or beneficially 86.69% of the Fund's outstanding shares.

ORGANIZATION AND CAPITAL STRUCTURE

Statement of Additional Information | 8

<PAGE>

PURCHASE OF SHARES AND REINVESTMENT

Initial Investments: Initial purchase of shares of the Fund may be made by
application submitted to the Fund. For the convenience of investors, a Share
Purchase Application is provided with the Prospectus. The minimum initial
purchase of shares is $5,000 unless investing through the vehicle of an
Individual Retirement Account ("IRA"), in which case the minimum initial
investment is $2,000. Such initial investment amount is due and payable three
(3) business days after the purchase date. The Fund will be initially
registered in California and therefore restricted to California residents at
the time of purchase. There will be no solicitation out of the state of
California of potential shareholders until registration under the Blue Sky
laws of the state of residence have been met.

Statement of Additional Information | 9

<PAGE>

RETIREMENT PLANS

PRICING OF SHARES

Statement of Additional Information | 10

<PAGE>

REDEMPTION OF SHARES

The proceeds received by the shareholder may be more or less than his cost of
such shares, depending upon the net asset value per share at the time of
redemption. Any difference should be treated by the shareholder as a capital
gain or loss for federal income tax purposes. Payment by the Fund will
ordinarily be made within seven (7) business days provided the shareholder has
complied with all the aforementioned requirements. However, if an investor has
purchased Fund shares by check and subsequently submits a redemption request,
the redemption proceeds will not be transmitted until the check used for
investment has cleared, which may take up to fifteen (15) days. The Fund may
suspend the right of redemption or postpone the date of payment if; the New
York Stock Exchange is closed for other than customary weekend or holiday
closings, or when trading on the New York Stock Exchange is restricted as
determined by the Securities and Exchange Commission or when the Commission
has determined that an emergency exists, thereby making disposal of fund
securities or valuation of net assets not reasonably practicable, or for such
other periods as the Commission may permit. The Fund intends to make payments
in cash, however, if the Board of Trustees believes that economic conditions
exist which would make such practice detrimental to the best interests of the
Fund, redemption may be accomplished through distribution of portfolio
securities of the Fund. The Fund and the Investment Adviser may enter into
arrangements with brokerage firms and financial institutions under which
shares of the Fund may be purchased or sold. Investors may be charged a
transaction fee if they effect transactions in Fund shares through a broker or
agent.

Statement of Additional Information | 11

<PAGE>

PERFORMANCE INFORMATION

The Fund's total returns are based on the overall dollar or percentage change
in value of a hypothetical investment in the Fund, assuming all dividends and
distributions are reinvested. Average annual total return reflects the
hypothetical annually compounded return that would have produced the same
cumulative total return if the Fund's performance had been constant over the
entire period presented. Because average annual total returns tend to smooth
out variations in the Fund's returns, investors should recognize that they are
not the same as actual year-by-year returns. It should be noted that average
annual return is based on historical earnings and is not intended to indicate
future performance.

For the purposes of quoting and comparing the performance of the Fund to that
of other mutual funds and to other relevant market indices in advertisements,
performance will be stated in terms of average annual total return. Under
regulations adopted by the Securities and Exchange Commission, funds that
intend to advertise performance must include average annual total return
quotations calculated according to the following formula:

n
P(1+T) = ERV

Where:
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years (1, 5, or 10)
ERV = ending redeemable value of a hypothetical $1,000
payment made at the beginning of the 1-, 5-, or 10-
year period, at the end of such period (or
fractional portion thereof).

Under the foregoing formula, the time periods used in advertising will be
based on rolling calendar quarters, updated to the last day of the most recent
quarter prior to submission of the advertising for publication, and will cover
1, 5, and 10 year periods of the Fund's existence or shorter periods dating
from the commencement of Fund registration. In calculating the ending
redeemable value, all dividends and distributions by the Fund are assumed to
have been reinvested at net asset value as described in the Prospectus on the
reinvestment dates during the period. Additionally, redemption of shares is
assumed to occur at the end of each applicable time period.

The foregoing information should be considered in light of the Fund's
investment objectives and policies, as well as the risks incurred in the
Fund's investment practices. Future results will be affected by the future
composition of the Fund's portfolio, as well as by changes in the general
level of interest rates, and general economic and other market conditions.

The average annual total return of the Fund for the period ended June 30, 1998
was 15.14%. The inception date of the Fund was July 1, 1997.

The Fund may also advertise total return which is calculated differently from
average annual total return. Total return performance for a specific period is
calculated by taking the initial investment in the Fund's shares on the first
day of the period and the redeemable value of that investment at the end of
the period. The total return percentage is then determined by subtracting the
initial investment from the redeemable value and dividing the remainder by the
initial investment and expressing the result as a percentage. The calculation
assumes that all income and capital gains dividends by the Fund have been
reinvested at net asset value on the reinvestment dates during the period.
Total return may also be shown as the increased dollar value of the
hypothetical investment over the period. A quotation of the Fund's total
return will always be accompanied by the Fund's average annual total return.
The total returns for the Fund's two most recent fiscal periods are as
follows:

PERIOD ENDED
December 31, 1997* (12.60%)
June 30, 1998** 32.06%

* From July 1, 1997 to December 31, 1997.
** From December 31, 1997 to June 30, 1998.

Statement of Additional Information | 12

<PAGE>

Performance information for the Fund may be compared, in reports and
promotional literature, to the performance of unmanaged indices which may
assume reinvestment of dividends or interest but generally do not reflect
deductions for administrative and management costs. Examples include, but are
not limited to the Dow Jones Industrial Average (DJIA), Standard & Poor's 500
Composite Stock Price Index (S&P 500), the NASDAQ Composite Index (NASDAQ
Composite) and the Russell 2000 Index. The Dow Jones Industrial Average is a
measurement of general market price movement for 30 widely held stocks listed
on the New York Stock Exchange. The S&P 500 Index is an unmanaged index of 500
stocks, the purpose of which is to portray the pattern of common stock price
movement. The NASDAQ Composite Index is an unmanaged index which averages the
trading prices of more than 3,000 domestic over-the-counter companies. The
Russell 2000 Index, representing approximately 11% of the U.S. equity market,
is an unmanaged index comprised of the 2,000 smallest U.S. domiciled
publicly-traded common stocks in the Russell 3000 Index (an unmanaged index of
the 3,000 largest U.S. domiciled publicly-traded common stocks by market
capitalization representing approximately 98% of the U.S. publicly-traded
equity market).

In assessing such comparisons of performance an investor should keep in mind
that the composition of the investments in the reported indices and averages
is not identical to the Fund's portfolio, that the averages are generally
unmanaged and that the items included in the calculations of such averages may
not be identical to the formula used by the Fund to calculate its performance.
In addition, there can be no assurance that the Fund will continue
this performance as compared to such other averages.

From time to time, in marketing and other fund literature, the Fund's
performance may be compared to the performance of other mutual funds in
general or to the performance of particular types of mutual funds with similar
investment goals, as tracked by independent organizations. Among these
organizations, Lipper Analytical Services, Inc. ("Lipper"), a widely used
independent research firm which ranks mutual funds by overall performance,
investment objectives, and assets, may be cited. Lipper performance figures
are based on changes in net asset value, with all income and capital gain
dividends reinvested. Such calculations do not include the effect of any sales
charges imposed by other funds. The Fund will be compared to Lipper's
appropriate fund category, that is, by fund objective and portfolio holdings.
The Fund's performance may also be compared to the average performance of its
Lipper category.

The Fund's performance may also be compared to the performance of other mutual
funds by Morningstar, Inc. which ranks funds on the basis of historical risk
and total return. Morningstar's rankings range from five stars (highest) to
one star (lowest) and represent Morningstar's assessment of the historical
risk level and total return of a fund as a weighted average for three, five
and ten year periods. Ranks are not absolute or necessarily predictive of
future performance.

BROKERAGE

Statement of Additional Information | 13

<PAGE>

FINANCIAL STATEMENTS

The Berkshire Capital Growth & Value Fund's audited financial statements as
of December 31, 1997 and its unaudited financial statements as of June 30,
1998 appear in the reports which are attached to this Statement of Additional
Information.

MISCELLANEOUS INFORMATION

This Statement of Additional Information and the Prospectus do not contain all
the information included in the Trust's registration statement filed with the
Securities and Exchange Commission under the Securities Act with respect to
the securities offered hereby, certain portions of which have been omitted
pursuant to the rules and regulations of the Commission. The registration
statement, including exhibits filed therewith, may be examined at the offices
of the Commission in Washington D.C.

Statements contained herein and in the Prospectus as to the contents of any
contract or other documents referred to are not necessarily complete, and, in
each instance, reference is made to the copy of such contract or other
documents filed as an exhibit to the registration statement, each such
statement being qualified in all respects by such reference.

Statement of Additional Information | 14

<PAGE>

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>

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

3rd 4th
Quarter Quarter
=============================
High $ 10.05 $ 10.10
Low 9.95 8.29
Close 10.05 *8.64
=============================

*Dividend distribution of $.10 per share paid on 12/30/97

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):

3rd 4th Since
Quarter Quarter Inception
===========================================
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%
===========================================

*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.

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>

Portfolio Snapshot
December 31, 1997

===========================================================================
Security Percent Shares Price Market Value
---------------------------------------------------------------------------
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
===========================================================================

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>

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

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
========

See Accompanying Notes to Financial Statements

-6-

<PAGE>

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

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)
========

See Accompanying Notes to Financial Statements

-7-

<PAGE>

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

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
========

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.

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:

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

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

*Not annualized.

-12-

<PAGE>

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)
----------- ----- -------- ------- -------
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)
==== ======= ======= ========

*Income Producing

-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>

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.

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

<PAGE>

BERKSHIRE CAPITAL INVESTMENT TRUST

PART C. OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) (i) Financial Statements included in Part A;
Financial Highlights
Berkshire Capital Growth & Value Fund

(ii) Financial Statements included in Part B;

Independent Auditor's Report

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

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

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

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

Financial Highlights
Berkshire Capital Investment Trust, December 31, 1997

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

Schedule of Investments
Berkshire Capital Investment Trust, June 30, 1998

Statement of Assets & Liabilities
Berkshire Capital Investment Trust, June 30, 1998

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

Statement of Changes in Net Assets
Berkshire Capital Investment Trust,
For the Periods Ended June 30, 1998 and December 31, 1997

Financial Highlights
Berkshire Capital Investment Trust
For the Periods Ended June 30, 1998 and December 31, 1997

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

(b) Exhibits

Exhibit No. Description
- ----------- -----------
99.1 (1) Certificate of Trust -
Berkshire Capital Investment Trust

99.2 (1) Certificate of Amendment of Certificate of Trust
Berkshire Capital Investment Trust

99.2.1 Certificate of Amendment of Certificate of Trust
Berkshire Capital Investment Trust

99.3 (1) Declaration of Trust -
Berkshire Capital Investment Trust

99.4 (1) Certificate of Consent of the Trustees of the
Berkshire Capital Investment Trust

99.5 (1) Investment Advisory Agreement

99.6 (1) Administration Agreement

99.7 (1) Transfer Agent Agreement

99.8 (1) Subscription Agreements

99.9 (1) Reimbursement Agreement

99.10 Consent of Independent Auditors

99.11 Inapplicable

99.12 Addendum to Declaration of Trust
Berkshire Capital Investment Trust

99.13 Custody Agreement with Fifth Third Bank

99.14 Administration Agreement with
Mutual Shareholder Services

99.15.1 Financial Data Schedule
December 31, 1997

99.15.2 Financial Data Schedule
June 30, 1998

(1) Previously filed on June 30, 1997, with Pre-Effective Amendment No. 1 to
the Registrant's Registration Statement on Form N-1A and incorporated
herein by reference.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Registration
Statement to be signed below on its behalf by the undersigned, thereunto duly
authorized, in the City of San Jose and State of California, on the 2nd day
of November, 1998.

BERKSHIRE CAPITAL INVESTMENT TRUST

By: /s/ MALCOLM R. FOBES III
------------------------
Malcolm R. Fobes III
President

Pursuant to the requirements of the Securities Act of 1933, this registration
Statement has been signed below by the following persons in the capacities and
on the dates(s) indicated.

SIGNATURE TITLE DATE

/s/ MALCOLM R. FOBES III
- ------------------------
Malcolm R. Fobes III Trustee; President 11/2/98

/s/ RONALD G. SEGER
- -------------------
Ronald G. Seger Trustee; Secretary 11/2/98

/s/ LELAND F. SMITH
- -------------------
Leland F. Smith Trustee 11/2/98

/s/ ANDREW W. BROER
- --------------------
Andrew W. Broer Trustee 11/2/98

Malcolm R. Fobes III, by signing his name below, signs this
Post-Effective Amendment No. 2 on behalf of the above-named Trustees pursuant
to Powers of Attorney contained in the Post-Effective Amendment No. 1 and
Post-Effective Amendment No. 2 filed herewith with the Securities and Exchange
Commission.

Dated: November 2, 1998 /s/ MALCOLM R. FOBES III
------------------------
Malcolm R. Fobes III
Attorney-in-Fact

POWER OF ATTORNEY

The undersigned Trustee of Berkshire Capital Investment Trust, a
Delaware business trust, which anticipates filing with the Securities and
Exchange Commission, Washington, DC, under the provisions of the Securities
Act of 1933, as amended, and the Investment Company Act of 1940, as amended, a
Post-Effective Amendment No. 2 of the Registration Statement on Form N-1A,
hereby constitutes and appoints Malcolm R. Fobes III with full power of
substitution and resubstitution, as attorney to sign for the undersigned and
in my name, place and stead, as Trustee of said Trust, said registration
statement and any and all amendments and exhibits thereto, and any and all
applications and documents to be filed with the Securities and Exchange
Commission pertaining to such registration statement, with full power and
authority to do and perform any and all acts and things whatsoever requisite,
necessary or advisable to be done in the premises, as fully and for all
intents and purposes as the undersigned could do if personally present, hereby
approving the acts of said attorney, and any such substitute.

IN WITNESS WHEREOF, I have hereunto set my hand this 2nd day of
November, 1998.

/s/ ANDREW W. BROER
-------------------
Andrew W. Broer

INDEX TO EXHIBITS

Exhibit No. Description
- ----------- -----------
99.1 (1) Certificate of Trust -
Berkshire Capital Investment Trust

99.2 (1) Certificate of Amendment of Certificate of Trust
Berkshire Capital Investment Trust

99.2.1 Certificate of Amendment of Certificate of Trust
Berkshire Capital Investment Trust

99.3 (1) Declaration of Trust -
Berkshire Capital Investment Trust

99.4 (1) Certificate of Consent of the Trustees of the
Berkshire Capital Investment Trust

99.5 (1) Investment Advisory Agreement

99.6 (1) Administration Agreement

99.7 (1) Transfer Agent Agreement

99.8 (1) Subscription Agreements

99.9 (1) Reimbursement Agreement

99.10 Consent of Independent Auditors

99.11 Inapplicable

99.12 Addendum to Declaration of Trust
Berkshire Capital Investment Trust

99.13 Custody Agreement with Fifth Third Bank

99.14 Administration Agreement with
Mutual Shareholder Services

99.15.1 Financial Data Schedule
December 31, 1997

99.15.2 Financial Data Schedule
June 30, 1998

(1) Previously filed on June 30, 1997, with Pre-Effective Amendment No. 1 to
the Registrant's Registration Statement on Form N-1A and incorporated
herein by reference.

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH
REGISTRANT.

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

ITEM 26. NUMBER OF HOLDERS OF SECURITIES.

As of November 2, 1998, there were 12 holders of the shares
of beneficial interest of the Berkshire Capital Growth & Value
Fund series of Registrant.

ITEM 27. INDEMNIFICATION.

Under section 3817(a) of the Delaware Business Trust Act, a Delaware business
trust has the power to indemnify and hold harmless any trustee, beneficial
owner or other person from and against any and all claims and demands
whatsoever. Reference is made to sections 5.1 and 5.2 of the Declaration of
Trust of Berkshire Capital Investment Trust (the "Trust") (Exhibit 99.3)
pursuant to which no trustee, officer, employee or agent of the Trust shall be
subject to any personal liability, when acting in his or her individual
capacity, except for his own bad faith, willful misfeasance, gross negligence
or reckless disregard of his or her duties. The Trust shall indemnify each of
its trustees, officers, employees and agents against all liabilities and
expenses reasonably incurred by him or her in connection with the defense or
disposition of any actions, suits or other proceedings by reason of his or her
being or having been a trustee, officer, employee or agent, except with
respect to any matter as to which he or she shall have been adjudicated to
have acted in or with bad faith, willful misfeasance, gross negligence or
reckless disregard of his or her duties. The Trust will comply with Section
17(h) of the Investment Company Act of 1940, as amended (the "1940 Act") and
1940 Act Releases number 7221 (June 9, 1972) and number 11330 (September 2,
1980).

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to trustees, officers and controlling persons of the
Trust pursuant to the foregoing, the Trust has been advised that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy and therefore may be unenforceable. In the event that a
claim for indemnification (except insofar as it provides for the payment by
the Trust of expenses incurred or paid by a trustee, officer or controlling
person in the successful defense of any action, suit or proceeding) is
asserted against the Trust by such trustee, officer or controlling person and
the Securities and Exchange Commission is still in the same opinion, the Trust
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 of whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.

Indemnification provisions exist in the Investment Advisory and Administration
Agreement under the headings "Limitation of Liability" which are identical to
those in the Declaration of Trust noted above.

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT
ADVISER.

(a) Inapplicable

(b) Inapplicable

ITEM 29. PRINCIPAL UNDERWRITER.

(a) Inapplicable

(b) Inapplicable

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.

Accounts, books and other documents required to be maintained
by Section 31(a) of the Investment Company Act of 1940 and the
Rules promulgated thereunder will be maintained by the
Registrant at its offices located at 475 Milan Drive, Suite #103,
San Jose, California 95134 or at the offices of the Registrant's
transfer agent located at 1301 East Ninth Street, Suite 3600,
Cleveland, Ohio 44114.

ITEM 31. MANAGEMENT SERVICES NOT DISCUSSED IN PARTS A AND B.

Inapplicable

ITEM 32. UNDERTAKINGS.

(a) Inapplicable

(b) Inapplicable

(c) The Registrant undertakes that, if so requested, it
will furnish each person to whom a prospectus is
delivered with a copy of Registrant's latest annual
report to shareholders without charge.

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF TRUST
OF
BERKSHIRE CAPITAL INVESTMENT TRUST

This Certificate of Amendment is filed in accordance with the
provisions of the Delaware Business Trust Act (12 Del. C. Section 3801 et.
seq.) and sets forth the following:

1. The name of the business trust is BERKSHIRE CAPITAL INVESTMENT TRUST.

2. The Certificate of Trust filed on November 25, 1996 is to be amended,
as the following persons shall hereinafter serve as all of the trustees of the
BERKSHIRE CAPITAL INVESTMENT TRUST:

Malcolm R. Fobes III
Ronald G. Seger
Leland F. Smith
Andrew W. Broer

3. This Certificate of Amendment is to be effective upon this filing.

The undersigned, in order to amend the Certificate of Trust of BERKSHIRE
CAPITAL INVESTMENT TRUST under the laws of the State of Delaware, hereby make
and file this Certificate of Amendment this 8th day of August, 1998.

/s/ Malcolm R. Fobes III
-------------------------
Malcolm R. Fobes III, Trustee

/s/ Ronald G. Seger
-------------------
Ronald G. Seger, Trustee

/s/ Leland F. Smith
-------------------------
Leland F. Smith, Trustee

/s/ Andrew W. Broer
-------------------
Andrew W. Broer, Trustee

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

CONSENT OF INDEPENDENT AUDITORS

We consent to the references to our firm in Post-Effective Amendment No. 2 to
the Registration Statement on Form N-1A of Berkshire Capital Investment Trust
comprising the Berkshire Capital Growth & Value Fund and to the use of our
report dated January 21, 1998 on the financial statements and financial
highlights. Such financial statements and financial highlights are
incorporated by reference in the Statement of Additional Information, which
is a part of such Registration Statement.

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

San Jose, California
November 2, 1998

ADDENDUM TO
DECLARATION OF TRUST
OF
BERKSHIRE CAPITAL INVESTMENT TRUST

ADDENDUM TO DECLARATION OF TRUST OF BERKSHIRE CAPITAL INVESTMENT TRUST,
executed this 8th day of August, 1998, by and among Malcolm R. Fobes III,
Ronald G. Seger and Leland F. Smith (collectively the "Trustees").

WHEREAS, on November 25, 1996 Trustees entered into Declaration of
Trust (the "Declaration"); and

WHEREAS, on August 8, 1998, the Trustees desired to appoint one (1)
additional Trustee of the Berkshire Capital Investment Trust (the "Trust") and
in connection therewith, to execute an addendum to the Declaration which binds
the new Trustee to the terms and conditions of the Declaration;

NOW, THEREFORE, in consideration of the mutual promises contained
herein, it is agreed that the undersigned Trustee understand the terms and
conditions of the Declaration, agree to be bound by the terms and conditions
of the Declaration and consent and agree to perform the duties and obligations
of Trustees under the Declaration.

IN WITNESS WHEREOF, the parties have caused the Addendum to be executed
as of the date first written above.

/s/ Andrew W. Broer
--------------------
Andrew W. Broer
Trustee

CUSTODY AGREEMENT

THIS AGREEMENT, is made as of May 16, 1998, by and between BERKSHIRE
CAPITAL INVESTMENT TRUST, a business trust organized under the laws of the
State of Delaware (the "Trust"), and THE FIFTH THIRD BANK, a banking company
organized under the laws of the State of Ohio (the "Custodian").

WITNESSETH:

WHEREAS, the Trust desires that the Securities and cash of each of the
investment portfolios identified in Exhibit A hereto (such investment
portfolios and individually referred to herein as a "Fund" and collectively as
the "Funds"), be held and administered by the Custodian pursuant to this
Agreement; and

WHEREAS, the Trust is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and

WHEREAS, the Custodian represents that it is a bank having the
qualifications prescribed in Section 26(a)(i) of the 1940 Act;

NOW, THEREFORE, in consideration of the mutual agreements herein made,
the Trust and the Custodian hereby agree as follows:

ARTICLE I
DEFINITIONS

Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:

1.1 "AUTHORIZED PERSON" means any Officer or other person duly
authorized by resolution of the Board of Trustees to give Oral Instructions
and Written Instructions on behalf of the Trust and named in Exhibit B hereto
or in such resolutions of the Board of Trustees, certified by an Officer, as
may be received by the Custodian from time to time.

1.2 "BOARD OF TRUSTEES" shall mean the Trustees from time to time
serving under the Trust's Agreement and Declaration of Trust, dated November
25, 1996, as from time to time amended.

1.3 "BOOK-ENTRY SYSTEM" shall mean a federal book-entry system as
provided in Subpart O of Treasury Circular No. 300, 31 CFR 306, in Subpart B
of 31 CFR Part 350, or in such book-entry regulations of federal agencies as
are substantially in the form of such Subpart O.

1.4 "BUSINESS DAY" shall mean any day recognized as a settlement day by
The New York Stock Exchange, Inc. and any other day for which the Fund
computes the net asset value of the Fund.

1.5 "NASD" shall mean The National Association of Securities Dealers,
Inc.

1.6 "OFFICER" shall mean the President, any Vice President, the
Secretary, any Assistant Secretary, the Treasurer, or any Assistant Treasurer
of the Trust.

1.7 "ORAL INSTRUCTIONS" shall mean instructions orally transmitted to
and accepted by the Custodian because such instructions are: (i) reasonably
believed by the Custodian to have been given by an Authorized Person, (ii)
recorded and kept among the records of the Custodian made in the ordinary
course of business and (iii) orally confirmed by the Custodian. The Trust
shall cause all Oral Instructions to be confirmed by Written Instructions. If
such Written Instructions confirming Oral Instructions are not received by the
Custodian prior to a transaction, it shall in no way affect the validity of
the transaction or the authorization thereof by the Trust. If Oral
Instructions vary from the Written Instructions which purport to confirm them,
the Custodian shall notify the Trust of such variance but such Oral
Instructions will govern unless the Custodian has not yet acted.

1.8 "CUSTODY ACCOUNT" shall mean any account in the name of the Trust,
which is provided for in Section 3.2 below.

1.9 "PROPER INSTRUCTIONS" shall mean Oral Instructions or Written
Instructions. Proper Instructions may be continuing Written Instructions when
deemed appropriate by both parties.

<PAGE>

1.10 "SECURITIES DEPOSITORY" shall mean The Participants Trust Company
or The Depository Trust Company and (provided that Custodian shall have
received a copy of a resolution of the Board of Trustees, certified by an
Officer, specifically approving the use of such clearing agency as a
depository for the Trust) any other clearing agency registered with the
Securities and Exchange Commission under Section 17A of the Securities and
Exchange Act of 1934 (the "1934 Act"), which acts as a system for the central
handling of Securities where all Securities of any particular class or series
of an issuer deposited within the system are treated as fungible and may be
transferred or pledged by bookkeeping entry without physical delivery of the
Securities.

1.11 "SECURITIES" shall include, without limitation, common and
preferred stocks, bonds, call options, put options, debentures, notes, bank
certificates of deposit, bankers' acceptances, mortgage-backed securities,
other money market instruments or other obligations, and any certificates,
receipts, warrants or other instruments or documents representing rights to
receive, purchase or subscribe for the same, or evidencing or representing any
other rights or interests therein, or any similar property or assets that the
Custodian has the facilities to clear and to service.

1.12 "SHARES" shall mean the units of beneficial interest issued by the
Trust.

1.13 "WRITTEN INSTRUCTIONS" shall mean (i) written communications
actually received by the Custodian and signed by one or more persons as the
Board of Trustees shall have from time to time authorized, or (ii)
communications by telex or any other such system from a person or persons
reasonably believed by the Custodian to be Authorized, or (iii) communications
transmitted electronically through the Institutional Delivery System (IDS), or
any other similar electronic instruction system acceptable to Custodian and
approved by resolutions of the Board of Trustees, a copy of which, certified
by an Officer, shall have been delivered to the Custodian.

ARTICLE II
APPOINTMENT OF CUSTODIAN

2.1 APPOINTMENT. The Trust hereby constitutes and appoints the Custodian
as custodian of all Securities and cash owned by or in the possession of the
Trust at any time during the period of this Agreement, provided that such
Securities or cash at all times shall be and remain the property of the Trust.

2.2 ACCEPTANCE. The Custodian hereby accepts appointment as such
custodian and agrees to perform the duties thereof as hereinafter set forth
and in accordance with the 1940 Act as amended. Except as specifically set
forth herein, the Custodian shall have no liability and assumes no responsibly
for any non-compliance by the Trust or a Fund of any laws, rules or
regulations.

ARTICLE III
CUSTODY OF CASH AND SECURITIES

3.1 SEGREGATION. All Securities and non-cash property held by the
Custodian for the account of the Fund, except Securities maintained in a
Securities Depository or Book-Entry System, shall be physically segregated
from other Securities and non-cash property in the possession of the Custodian
and shall be identified as subject to this Agreement.

3.2 CUSTODY ACCOUNT. The Custodian shall open and maintain in its trust
department a custody account in the name of each Fund, subject only to draft
or order of the Custodian, in which the Custodian shall enter and carry all
Securities, cash and other assets of the Fund which are delivered to it.

3.3 APPOINTMENT OF AGENTS. In its discretion, the Custodian may appoint,
and at any time remove, any domestic bank or trust company, which has been
approved by the Board of Trustees and is qualified to act as a custodian under
the 1940 Act, as sub-custodian to hold Securities and cash of the Funds and to
carry out such other provisions of this Agreement as it may determine, and may
also open and maintain one or more banking accounts with such a bank or trust
company (any such accounts to be in the name of the Custodian and subject only
to its draft or order), provided, however, that the appointment of any such
agent shall not relieve the Custodian of any of its obligations or liabilities
under this Agreement.

3.4 DELIVERY OF ASSETS TO CUSTODIAN. The Fund shall deliver, or cause to
be delivered, to the Custodian all of the Fund's Securities, cash and other
assets, including (a) all payments of income, payments of principal and
capital distributions received by the Fund with respect to such Securities,
cash or other assets owned by the Fund at any time during the period of this
Agreement, and (b) all cash received by the Fund for the issuance, at any time
during such period, of Shares. The Custodian shall not be responsible for such
Securities, cash or other assets until actually received by it.

3.5 SECURITIES DEPOSITORIES AND BOOK-ENTRY SYSTEMS. The Custodian may
deposit and/or maintain Securities of the Funds in a Securities Depository or
in a Book-Entry System, subject to the following provisions:

-2-
<PAGE>

(a) Prior to a deposit of Securities of the Funds in any Securities
Depository or Book-Entry System, the Fund shall deliver to the Custodian a
resolution of the Board of Trustees, certified by an Officer, authorizing and
instructing the Custodian on an on-going basis to deposit in such Securities
Depository or Book-Entry System all Securities eligible for deposit therein
and to make use of such Securities Depository or Book-Entry System to the
extent possible and practical in connection with its performance hereunder,
including, without limitation, in connection with settlements of purchases and
sales of Securities, loans of Securities, and deliveries and returns of
collateral consisting of Securities. So long as such Securities Depository or
Book-Entry System shall continue to be employed for the deposit of Securities
of the Funds, the Trust shall annually re-adopt such resolution and deliver a
copy thereof, certified by an Officer, to the Custodian.

(b) Securities of the Fund kept in a Book-Entry System or Securities
Depository shall be kept in an account ("Depository Account") of the Custodian
in such Book-Entry System or Securities Depository which includes only assets
held by the Custodian as a fiduciary, custodian or otherwise for customers.

(c) The records of the Custodian and the Custodian's account on the
books of the Book-Entry System and Securities Depository as the case may be,
with respect to Securities of a Fund maintained in a Book-Entry System or
Securities Depository shall, by book-entry, or otherwise identify such
Securities as belonging to the Fund.

(d) If Securities purchases by the Fund are to be held in a Book-Entry
System or Securities Depository, the Custodian shall pay for such Securities
upon (i) receipt of advice from the Book-Entry System or Securities Depository
that such Securities have been transferred to the Depository Account, and (ii)
the making of an entry on the records of the Custodian to reflect such payment
and transfer for the account of the Fund. If Securities sold by the Fund are
held in a Book-Entry System or Securities Depository, the Custodian shall
transfer such Securities upon (i) receipt of advice from the Book-Entry System
or Securities depository that payment for such Securities has been transferred
to the Depository Account, and (ii) the making of an entry on the records of
the Custodian to reflect such transfer and payment for the account of the
Fund.

(e) Upon request, the Custodian shall provide the Fund with copies of
any report (obtained by the Custodian from a Book-Entry System or Securities
Depository in which Securities of the Fund is kept) on the internal accounting
controls and procedures for safeguarding Securities deposited in such
Book-Entry System or Securities Depository.

(f) Anything to the contrary in this Agreement notwithstanding, the
Custodian shall be liable to the Trust for any loss or damage to the Trust
resulting (i) from the use of a Book-Entry System or Securities Depository by
reason of any negligence or willful misconduct on the part of Custodian or any
sub-custodian appointed pursuant to Section 3.3 above or any of its or their
employees, or (ii) from failure of Custodian or any such sub-custodian to
enforce effectively such rights as it may have against a Book-Entry System or
Securities Depository. At its election, the Trust shall be subrogated to the
rights of the Custodian with respect to any claim against a Book-Entry System
or Securities Depository or any other person for any loss or damage to the
Funds arising from the use of such Book-Entry System or Securities Depository,
if and to the extent that the Trust has been made whole for any such loss or
damage.

3.6 DISBURSEMENT OF MONEYS FROM CUSTODY ACCOUNTS. Upon receipt of Proper
Instructions, the Custodian shall disburse moneys from a Fund Custody Account
but only in the following cases:

(a) For the purchase of Securities for the Fund but only upon compliance
with Section 4.1 of this Agreement and only (i) in the case of Securities
(other than options on Securities, futures contracts and options on futures
contracts), against the delivery to the Custodian (or any sub-custodian
appointed pursuant to Section 3.3 above) of such Securities registered as
provided in Section 3.9 below in proper form for transfer, or if the purchase
of such Securities is effected through a Book-Entry System or Securities
Depository, in accordance with the conditions set forth in Section 3.5 above;
(ii) in the case of options on Securities, against delivery to the Custodian
(or such sub-custodian) of such receipts as are required by the customs
prevailing among dealers in such options; (iii) in the case of futures
contracts and options on futures contracts, against delivery to the Custodian
(or such sub-custodian) of evidence of title thereto in favor of the Trust or
any nominee referred to in Section 3.9 below; and (iv) in the case of
repurchase or reverse repurchase agreements entered into between the Trust and
a bank which is a member of the Federal Reserve System or between the Trust
and a primary dealer in U.S. Government securities, against delivery of the
purchased Securities either in certificate form or through an entry crediting
the Custodian's account at a Book-Entry System or Securities Depository for
the account of the Fund with such Securities;

(b) In connection with the conversion, exchange or surrender, as set
forth in Section 3.7(f) below, of Securities owned by the Fund;

-3-
<PAGE>

(d) In payment of the redemption price of Shares as provided in Section
5.1 below;

(e) For the payment of any expense or liability incurred by the Trust,
including but not limited to the following payments for the account of a Fund:
interest; taxes; administration, investment management, investment advisory,
accounting, auditing, transfer agent, custodian, trustee and legal fees; and
other operating expenses of a Fund; in all cases, whether or not such expenses
are to be in whole or in part capitalized or treated as deferred expenses;

(f) For transfer in accordance with the provisions of any agreement
among the Trust, the Custodian and a broker-dealer registered under the 1934
Act and a member of the NASD, relating to compliance with rules of The Options
Clearing Corporation and of any registered national securities exchange (or of
any similar organization or organizations) regarding escrow or other
arrangements in connection with transactions by the Trust;

(g) For transfer in accordance with the provisions of any agreement
among the Trust, the Custodian, and a futures commission merchant registered
under the Commodity Exchange Act, relating to compliance with the rules of the
Commodity Futures Trading Commission and/or any contract market (or any
similar organization or organizations) regarding account deposits in
connection with transactions by the Trust;

(h) For the funding of any uncertificated time deposit or other
interest-bearing account with any banking institution (including the
Custodian), which deposit or account has a term of one year or less; and

(i) For any other proper purposes, but only upon receipt, in addition to
Proper Instructions, of a copy of a resolution of the Board of Trustees,
certified by an Officer, specifying the amount and purpose of such payment,
declaring such purpose to be a proper corporate purpose, and naming the person
or persons to whom such payment is to be made.

3.7 DELIVERY OF SECURITIES FROM FUND CUSTODY ACCOUNTS. Upon receipt of
Proper Instructions, the Custodian shall release and deliver Securities from a
Custody Account but only in the following cases:

(a) Upon the sale of Securities for the account of a Fund but only
against receipt of payment therefor in cash, by certified or cashiers check or
bank credit;

(b) In the case of a sale effected through a Book-Entry System or
Securities Depository, in accordance with the provisions of Section 3.5 above;

(c) To an Offeror's depository agent in connection with tender or other
similar offers for Securities of a Fund; provided that, in any such case, the
cash or other consideration is to be delivered to the Custodian;

(d) To the issuer thereof or its agent (i) for transfer into the name of
the Trust, the Custodian or any sub-custodian appointed pursuant to Section
3.3 above, or of any nominee or nominees of any of the foregoing, or (ii) for
exchange for a different number of certificates or other evidence representing
the same aggregate face amount or number of units; provided that, in any such
case, the new Securities are to be delivered to the Custodian;

(e) To the broker selling Securities, for examination in accordance with
the "street delivery" custom;

(f) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of the issuer
of such Securities, or pursuant to provisions for conversion contained in such
Securities, or pursuant to any deposit agreement, including surrender or
receipt of underlying Securities in connection with the issuance or
cancellation of depository receipts; provided that, in any such case, the new
Securities and cash, if any, are to be delivered to the Custodian;

(g) Upon receipt of payment therefor pursuant to any repurchase or
reverse repurchase agreement entered into by a Fund;

(h) In the case of warrants, rights or similar Securities, upon the
exercise thereof, provided that, in any such case, the new Securities and
cash, if any, are to be delivered to the Custodian;

(i) For delivery in connection with any loans of Securities of a Fund,
but only against receipt of such collateral as the Trust shall have specified
to the Custodian in Proper Instructions;

-4-
<PAGE>

(j) For delivery as security in connection with any borrowings by the
Trust on behalf of a Fund requiring a pledge of assets by such Fund, but only
against receipt by the Custodian of the amounts borrowed;

(k) Pursuant to any authorized plan of liquidation, reorganization,
merger, consolidation or recapitalization of the Trust or a Fund;

(l) For delivery in accordance with the provisions of any agreement
among the Trust, the Custodian and a broker-dealer registered under the 1934
Act and a member of the NASD, relating to compliance with the rules of The
Options Clearing Corporation and of any registered national securities
exchange (or of any similar organization or organizations) regarding escrow or
other arrangements in connection with transactions by the Trust on behalf of a
Fund;

(m) For delivery in accordance with the provisions of any agreement
among the Trust on behalf of a Fund, the Custodian, and a futures commission
merchant registered under the Commodity Exchange Act, relating to compliance
with the rules of the Commodity Futures Trading Commission and/or any contract
market (or any similar organization or organizations) regarding account
deposits in connection with transactions by the Trust on behalf of a Fund; or

(n) For any other proper corporate purposes, but only upon receipt, in
addition to Proper Instructions, of a copy of a resolution of the Board of
Trustees, certified by an Officer, specifying the Securities to be delivered,
setting forth the purpose for which such delivery is to be made, declaring
such purpose to be a proper corporate purpose, and naming the person or
persons to whom delivery of such Securities shall be made.

3.8 ACTIONS NOT REQUIRING PROPER INSTRUCTIONS. Unless otherwise
instructed by the Trust, the Custodian shall with respect to all Securities
held for a Fund;

(a) Subject to Section 7.4 below, collect on a timely basis all income
and other payments to which the Trust is entitled either by law or pursuant to
custom in the securities business;

(b) Present for payment and, subject to Section 7.4 below, collect on a
timely basis the amount payable upon all Securities which may mature or be
called, redeemed, or retired, or otherwise become payable;

(d) Surrender interim receipts or Securities in temporary form for
Securities in definitive form;

(e) Execute, as custodian, any necessary declarations or certificates of
ownership under the federal income tax laws or the laws or regulations of any
other taxing authority now or hereafter in effect, and prepare and submit
reports to the Internal Revenue Service ("IRS") and to the Trust at such time,
in such manner and containing such information as is prescribed by the IRS;

(f) Hold for a Fund, either directly or, with respect to Securities held
therein, through a Book-Entry System or Securities Depository, all rights and
similar securities issued with respect to Securities of the Fund; and

(g) In general, and except as otherwise directed in Proper Instructions,
attend to all non-discretionary details in connection with sale, exchange,
substitution, purchase, transfer and other dealings with Securities and assets
of the Fund.

3.9 REGISTRATION AND TRANSFER OF SECURITIES. All Securities held for a
Fund that are issued or issuable only in bearer form shall be held by the
Custodian in that form, provided that any such Securities shall be held in a
Book-Entry System for the account of the Trust on behalf of a Fund, if
eligible therefor. All other Securities held for a Fund may be registered in
the name of the Trust on behalf of such Fund, the Custodian, or any
sub-custodian appointed pursuant to Section 3.3 above, or in the name of any
nominee of any of them, or in the name of a Book-Entry System, Securities
Depository or any nominee of either thereof; provided, however, that such
Securities are held specifically for the account of the Trust on behalf of a
Fund. The Trust shall furnish to the Custodian appropriate instruments to
enable the Custodian to hold or deliver in proper form for transfer, or to
register in the name of any of the nominees hereinabove referred to or in the
name of a Book-Entry System or Securities Depository, any Securities
registered in the name of a Fund.

-5-
<PAGE>

3.10 RECORDS. (a) The Custodian shall maintain, by Fund, complete and
accurate records with respect to Securities, cash or other property held for
the Trust, including (i) journals or other records of original entry
containing an itemized daily record in detail of all receipts and deliveries
of Securities and all receipts and disbursements of cash; (ii) ledgers (or
other records) reflecting (A) Securities in transfer, (B) Securities in
physical possession, (C) monies and Securities borrowed and monies and
Securities loaned (together with a record of the collateral therefor and
substitutions of such collateral), (D) dividends and interest received, and
(E) dividends receivable and interest accrued; and (iii) canceled checks and
bank records related thereto. The Custodian shall keep such other books and
records of the Trust as the Trust shall reasonably request, or as may be
required by the 1940 Act, including, but not limited to Section 3.1 and Rule
31a-1 and Rule 31a-2 promulgated thereunder.

(b) All such books and records maintained by the Custodian shall (i) be
maintained in a form acceptable to the Trust and in compliance with rules and
regulations of the Securities and Exchange Commission, (ii) be the property of
the Trust and at all times during the regular business hours of the Custodian
be made available upon request for inspection by duly authorized officers,
employees or agents of the Trust and employees or agents of the Securities and
Exchange Commission, and (iii) if required to be maintained by Rule 31a-1
under the 1940 Act, be preserved for the periods prescribed in Rule 31a-2
under the 1940 Act.

3.11 FUND REPORTS BY CUSTODIAN. The Custodian shall furnish the Trust
with a daily activity statement by Fund and a summary of all transfers to or
from the Custody Account on the day following such transfers. At least monthly
and from time to time, the Custodian shall furnish the Trust with a detailed
statement, by Fund, of the Securities and moneys held for the Trust under this
Agreement.

3.12 OTHER REPORTS BY CUSTODIAN. The Custodian shall provide the Trust
with such reports, as the Trust may reasonably request from time to time, on
the internal accounting controls and procedures for safeguarding Securities,
which are employed by the Custodian or any sub-custodian appointed pursuant to
Section 3.3 above.

3.13 PROXIES AND OTHER MATERIALS. The Custodian shall cause all proxies
if any, relating to Securities which are not registered in the name of a Fund,
to be promptly executed by the registered holder of such Securities, without
indication of the manner in which such proxies are to be voted, and shall
include all other proxy materials, if any, promptly deliver to the Trust such
proxies, all proxy soliciting materials, which should include all other proxy
materials, if any, and all notices to such Securities.

3.14 INFORMATION ON CORPORATE ACTIONS. Custodian will promptly notify
the Trust of corporate actions, limited to those Securities registered in
nominee name and to those Securities held at a Depository or sub-Custodian
acting as agent for Custodian. Custodian will be responsible only if the
notice of such corporate actions is published by the Financial Daily Card
Service, J.J. Kenny Called Bond Service, DTC, or received by first class mail
from the agent. For market announcements not yet received and distributed by
Custodian's services, Trust will inform its custody representative with
appropriate instructions. Custodian will, upon receipt of Trust's response
within the required deadline, affect such action for receipt or payment for
the Trust. For those responses received after the deadline, Custodian will
affect such action for receipt or payment, subject to the limitations of the
agent(s) affecting such actions. Custodian will promptly notify Trust for put
options only if the notice is received by first class mail from the agent. The
Trust will provide or cause to be provided to Custodian with all relevant
information contained in the prospectus for any security which has unique
put/option provisions and provide Custodian with specific tender instructions
at least ten business days prior to the beginning date of the tender period.

ARTICLE IV
PURCHASE AND SALE OF INVESTMENTS OF THE FUND

4.1 PURCHASE OF SECURITIES. Promptly upon each purchase of Securities
for the Trust, Written Instructions shall be delivered to the Custodian,
specifying (a) the name of the issuer or writer of such Securities, and the
title or other description thereof, (b) the number of shares, principal amount
(and accrued interest, if any) or other units purchased, (c) the date of
purchase and settlement, (d) the purchase price per unit, (e) the total amount
payable upon such purchase, and (f) the name of the person to whom such amount
is payable. The Custodian shall upon receipt of such Securities purchased by a
Fund pay out of the moneys held for the account of such Fund the total amount
specified in such Written Instructions to the person named therein. The
Custodian shall not be under any obligation to pay out moneys to cover the
cost of a purchase of Securities for a Fund, if in the relevant Custody
Account there is insufficient cash available to the Fund for which such
purchase was made.

4.2 LIABILITY FOR PAYMENT IN ADVANCE OF RECEIPT OF SECURITIES PURCHASED.
In any and every case where payment for the purchase of Securities for a Fund
is made by the Custodian in advance of receipt for the account of the Fund of
the Securities purchased but in the absence of specific Written or Oral
Instructions to so pay in advance, the Custodian shall be liable to the Fund
for such Securities to the same extent as if the Securities had been received
by the Custodian.

-6-
<PAGE>

4.3 SALE OF SECURITIES. Promptly upon each sale of Securities by a Fund,
Written Instructions shall be delivered to the Custodian, specifying (a) the
name of the issuer or writer of such Securities, and the title or other
description thereof, (b) the number of shares, principal amount (and accrued
interest, if any), or other units sold, (c) the date of sale and settlement
(d) the sale price per unit, (e) the total amount payable upon such sale, and
(f) the person to whom such Securities are to be delivered. Upon receipt of
the total amount payable to the Trust as specified in such Written
Instructions, the Custodian shall deliver such Securities to the person
specified in such Written Instructions. Subject to the foregoing, the
Custodian may accept payment in such form as shall be satisfactory to it, and
may deliver Securities and arrange for payment in accordance with the customs
prevailing among dealers in Securities.

4.4 DELIVERY OF SECURITIES SOLD. Notwithstanding Section 4.3 above or
any other provision of this Agreement, the Custodian, when instructed to
deliver Securities against payment, shall be entitled, if in accordance with
generally accepted market practice, to deliver such Securities prior to actual
receipt of final payment therefor. In any such case, the Trust shall bear the
risk that final payment for such Securities may not be made or that such
Securities may be returned or otherwise held or disposed of by or through the
person to whom they were delivered, and the Custodian shall have no liability
for any of the foregoing.

4.5 PAYMENT FOR SECURITIES SOLD, ETC. In its sole discretion and from
time to time, the Custodian may credit the relevant Custody Account, prior to
actual receipt of final payment thereof, with (i) proceeds from the sale of
Securities which it has been instructed to deliver against payment, (ii)
proceeds from the redemption of Securities or other assets of the Trust, and
(iii) income from cash, Securities or other assets of the Trust. Any such
credit shall be conditional upon actual receipt by Custodian of final payment
and may be reversed if final payment is not actually received in full. The
Custodian may, in its sole discretion and from time to time, permit the Trust
to use funds so credited to its Custody Account in anticipation of actual
receipt of final payment. Any such funds shall be repayable immediately upon
demand made by the Custodian at any time prior to the actual receipt of all
final payments in anticipation of which funds were credited to the Custody
Account.

4.6 ADVANCES BY CUSTODIAN FOR SETTLEMENT. The Custodian may, in its sole
discretion and from time to time, advance funds to the Trust to facilitate the
settlement of a Trust transactions on behalf of a Fund in its Custody Account.
Any such advance shall be repayable immediately upon demand made by Custodian.

ARTICLE V
REDEMPTION OF TRUST SHARES

TRANSFER OF FUNDS. From such funds as may be available for the purpose
in the relevant Custody Account, and upon receipt of Proper Instructions
specifying that the funds are required to redeem Shares of a Fund, the
Custodian shall wire each amount specified in such Proper Instructions to or
through such bank as the Trust may designate with respect to such amount in
such Proper Instructions. Upon effecting payment or distribution in accordance
with proper Instruction, the Custodian shall not be under any obligation or
have any responsibility thereafter with respect to any such paying bank.

ARTICLE VI
SEGREGATED ACCOUNTS

Upon receipt of Proper Instructions, the Custodian shall establish and
maintain a segregated account or accounts for and on behalf of each Fund, into
which account or accounts may be transferred cash and/or Securities, including
Securities maintained in a Depository Account,

(a) in accordance with the provisions of any agreement among the Trust,
the Custodian and a broker-dealer registered under the 1934 Act and a member
of the NASD (or any futures commission merchant registered under the Commodity
Exchange Act), relating to compliance with the rules of The Options Clearing
Corporation and of any registered national securities exchange (or the
Commodity Futures Trading commission or any registered contract market), or of
any similar organization or organizations, regarding escrow or other
arrangements in connection with transactions by the Trust,

(b) for purposes of segregating cash or Securities in connection with
securities options purchased or written by a Fund or in connection with
financial futures contracts (or options thereon) purchased or sold by a Fund,

(d) for purposes of compliance by the Trust with requirements under the
1940 Act for the maintenance of segregated accounts by registered investment
companies in connection with reverse repurchase agreements and when-issued,
delayed delivery and firm commitment transactions, and

-7-
<PAGE>

(e) for other proper corporate purposes, but only upon receipt of, in
addition to Proper Instructions, a certified copy of a resolution of the Board
of Trustees, certified by an Officer, setting forth the purpose or purposes of
such segregated account and declaring such purposes to be proper corporate
purposes.

ARTICLE VII
CONCERNING THE CUSTODIAN

7.1 STANDARD OF CARE. The Custodian shall be held to the exercise of
reasonable care in carrying out its obligations under this Agreement, and
shall be without liability to the Trust for any loss, damage, cost, expense
(including attorneys' fees and disbursements), liability or claim unless such
loss, damages, cost, expense, liability or claim arises from negligence, bad
faith or willful misconduct on its part or on the part of any sub-custodian
appointed pursuant to Section 3.3 above. The Custodian's cumulative liability
within a calendar year shall be limited with respect to the Trust or any party
claiming by, through or on behalf of the Trust for the initial and all
subsequent renewal terms of this Agreement, to the lessor amount of (a) the
actual damages sustained by the Trust, (actual damages for uninvested funds
shall be the overnight Feds fund rate), or (b) to an amount not to exceed
one-half of the net fees paid to the Custodian within the prior three calendar
months. The Custodian shall be entitled to rely on and may act upon advice of
counsel on all matters, and shall be without liability for any action
reasonably taken or omitted pursuant to such advice. The Custodian shall
promptly notify the Trust of any action taken or omitted by the Custodian
pursuant to advice of counsel. The Custodian shall not be under any obligation
at any time to ascertain whether the Trust is in compliance with the 1940 Act,
the regulations thereunder, the provisions of the Trust's charter documents or
by-laws, or its investment objectives and policies as then in effect.

7.2 ACTUAL COLLECTION REQUIRED. The Custodian shall not be liable for,
or considered to be the custodian of, any cash belonging to the Trust or any
money represented by a check, draft or other instrument for the payment of
money, until the Custodian or its agents actually receive such cash or collect
on such instrument.

7.3 NO RESPONSIBILITY FOR TITLE, ETC. So long as and to the extent that
it is in the exercise of reasonable care, the Custodian shall not be
responsible for the title, validity or genuineness of any property or evidence
of title thereto received or delivered by it pursuant to this Agreement.

7.4 LIMITATION ON DUTY TO COLLECT. Custodian shall not be required to
enforce collection, by legal means or otherwise, of any money or property due
and payable with respect to Securities held for the Trust if such Securities
are in default or payment is not made after due demand or presentation.

7.5 RELIANCE UPON DOCUMENTS AND INSTRUCTIONS. The Custodian shall be
entitled to rely upon any certificate, notice or other instrument in writing
received by it and reasonably believed by it to be genuine. The Custodian
shall be entitled to rely upon any Oral Instructions and/or any Written
Instructions actually received by it pursuant to this Agreement.

7.6 EXPRESS DUTIES ONLY. The Custodian shall have no duties or
obligations whatsoever except such duties and obligations as are specifically
set forth in this Agreement, and no covenant or obligation shall be implied in
this Agreement against the Custodian.

7.7 COOPERATION. The Custodian shall cooperate with and supply necessary
information, by the Trust, to the entity or entities appointed by the Trust to
keep the books of account of the Trust and/or compute the value of the assets
of the Trust. The Custodian shall take all such reasonable actions as the
Trust may from time to time request to enable the Trust to obtain, from year
to year, favorable opinions from the Trust's independent accountants with
respect to the Custodian's activities hereunder in connection with (a) the
preparation of the Trust's report on Form N-1A and Form N-SAR and any other
reports required by the Securities and Exchange Commission, and (b) the
fulfillment by the Trust of any other requirements of the Securities and
Exchange Commission.

ARTICLE VIII
INDEMNIFICATION

8.1 INDEMNIFICATION. The Trust shall indemnify and hold harmless the
Custodian and any sub-custodian appointed pursuant to Section 3.3 above, and
any nominee of the Custodian or of such sub-custodian from and against any
loss, damage, cost, expense (including attorneys' fees and disbursements),
liability (including, without limitation, liability arising under the
Securities Act of 1933, the 1934 Act, the 1940 Act, and any state or foreign
securities and/or banking laws) or claim arising directly or indirectly (a)
from the fact that Securities are registered in the name of any such nominee,
or (b) from any action or inaction by the Custodian or such sub-custodian (i)
at the request or direction of or in reliance on the advice of the Trust, or
(ii) upon Proper Instructions, or (c) generally, from the performance of its
obligations under this Agreement or any sub-custody agreement with a
sub-custodian appointed pursuant to Section 3.3 above or, in the case of any

-8-
<PAGE>

such sub-custodian, from the performance of its obligations under such custody
agreement, provided that neither the Custodian nor any such sub-custodian
shall be indemnified and held harmless from and against any such loss, damage,
cost, expense, liability or claim arising from the Custodian's or such
sub-custodian's negligence, bad faith or willful misconduct.

8.2 INDEMNITY TO BE PROVIDED. If the Trust requests the Custodian to
take any action with respect to Securities, which may, in the opinion of the
custodian, result in the Custodian or its nominee becoming liable for the
payment of money or incurring liability of some other form, the Custodian
shall not be required to take such action until the Trust shall have provided
indemnity therefor to the Custodian in an amount and form satisfactory to the
Custodian.

ARTICLE IX
FORCE MAJEURE

Neither the Custodian nor the Trust shall be liable for any failure or
delay in performance of its obligations under this Agreement arising out of or
caused, directly or indirectly, by circumstances beyond its reasonable
control, including, without limitation, acts of God; earthquakes; fires;
floods; wars; civil or military disturbances; sabotage; strikes; epidemics;
riots; power failures; computer failure and any such circumstances beyond its
reasonable control as may cause interruption, loss or malfunction of utility,
transportation, computer (hardware or software) or telephone communication
service; accidents; labor disputes, acts of civil or military authority;
governmental actions; or inability to obtain labor, material, equipment or
transportation; provided, however, that the Custodian in the event of a
failure or delay shall use its best efforts to ameliorate the effects of any
such failure or delay. Notwithstanding the foregoing, the Custodian shall
maintain sufficient disaster recovery procedures to minimize interruptions.

ARTICLE X
EFFECTIVE PERIOD; TERMINATION

10.1 EFFECTIVE PERIOD. This Agreement shall become effective as of the
date first set forth above and shall continue in full force and effect until
terminated as hereinafter provided.

10.2 TERMINATION. Either party hereto may terminate this Agreement by
giving to the other party a notice in writing specifying the date of such
termination, which shall be not less than ninety (90) days after the date of
the giving of such notice. If a successor custodian shall have been appointed
by the Board of Trustees, the Custodian shall, upon receipt of a notice of
acceptance by the successor custodian, on such specified date of termination
(a) deliver directly to the successor custodian all Securities (other than
Securities held in a Book-Entry System or Securities Depository) and cash then
owned by the Trust and held by the Custodian as custodian, and (b) transfer
any Securities held in a Book-Entry System or Securities Depository to an
account of or for the benefit of the Trust at the successor custodian,
provided that the Trust shall have paid to the Custodian all fees, expenses
and other amounts to the payment or reimbursement of which it shall then be
entitled. Upon such delivery and transfer, the Custodian shall be relieved of
all obligations under this Agreement. The Trust may at any time immediately
terminate this Agreement in the event of the appointment of a conservator or
receiver for the Custodian by regulatory authorities in the State of Ohio or
upon the happening of a like event at the direction of an appropriate
regulatory agency or court of competent jurisdiction.

10.3 FAILURE TO APPOINT SUCCESSOR CUSTODIAN. If a successor custodian is
not designated by the Trust on or before the date of termination specified
pursuant to Section 10.1 above, then the Custodian shall have the right to
deliver to a bank or trust company of its own selection, which is (a) a "Bank"
as defined in the 1940 Act, (b) has aggregate capital, surplus and undivided
profits as shown on its then most recent published report of not less than $25
million, and (c) is doing business in New York, New York, all Securities, cash
and other property held by Custodian under this Agreement and to transfer to
an account of or for the Trust at such bank or trust company all Securities of
the Trust held in a Book-Entry System or Securities Depository. Upon such
delivery and transfer, such bank or trust company shall be the successor
custodian under this Agreement and the Custodian shall be relieved of all
obligations under this Agreement. If, after reasonable inquiry, Custodian
cannot find a successor custodian as contemplated in this Section 10.3, then
Custodian shall have the right to deliver to the Trust all Securities and cash
then owned by the Trust and to transfer any Securities held in a Book-Entry
System or Securities Depository to an account of or for the Trust. Thereafter,
the Trust shall be deemed to be its own custodian with respect to the Trust
and the Custodian shall be relieved of all obligations under this Agreement.

ARTICLE XI
COMPENSATION OF CUSTODIAN

The Custodian shall be entitled to compensation as agreed upon from time
to time by the Trust and the Custodian. The fees and other charges in effect
on the date hereof and applicable to the Funds are set forth in Exhibit B
attached hereto.

-9-
<PAGE>

ARTICLE XII
LIMITATION OF LIABILITY

The Trust is a business trust organized under the laws of the State of
Delaware and under a Declaration of Trust, to which reference is hereby made a
copy of which is on file at the office of the Secretary of State of Delaware
as required by law, and to any and all amendments thereto so filed or
hereafter filed. The obligations of the Trust entered into in the name of the
Trust or on behalf thereof by any of the Trustees, officers, employees or
agents are made not individually, but in such capacities, and are not binding
upon any of the Trustees, officers, employees, agents or shareholders of the
Trust or the Funds personally, but bind only the assets of the Trust, and all
persons dealing with any of the Funds of the Trust must look solely to the
assets of the Trust belonging to such Fund for the enforcement of any claims
against the Trust.

ARTICLE XIII
NOTICES

Unless otherwise specified herein, all demands, notices, instructions,
and other communications to be given hereunder shall be in writing and shall
be sent or delivered to The receipt at the address set forth after its name
herein below:

TO THE TRUST OR TO THE ADVISER:

Berkshire Capital Holdings, Inc.
475 Milan Drive, Suite #103
San Jose, California 95134
Attn: Malcolm R. Fobes III

Telephone: (408) 526-0707
Facsimile: (408) 562-6501

TO THE CUSTODIAN:

The Fifth Third Bank
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Attn: Area Manager - Trust Operations

Telephone: (513) 579-5300
Facsimile: (513) 579-4312

or at such other address as either party shall have provided to the other by
notice given in accordance with this Article XIII. Writing shall include
transmission by or through teletype, facsimile, central processing unit
connection, on-line terminal and magnetic tape.

ARTICLE XIV
MISCELLANEOUS

14.1 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Ohio.

14.2 REFERENCES TO CUSTODIAN. The Trust shall not circulate any printed
matter which contains any reference to Custodian without the prior written
approval of Custodian, excepting printed matter contained in the prospectus or
statement of additional information or its registration statement for the
Trust and such other printed matter as merely identifies Custodian as
custodian for the Trust. The Trust shall submit printed matter requiring
approval to Custodian in draft form, allowing sufficient time for review by
Custodian and its counsel prior to any deadline for printing.

14.3 NO WAIVER. No failure by either party hereto to exercise and no
delay by such party in exercising, any right hereunder shall operate as a
waiver thereof. The exercise by either party hereto of any right hereunder
shall not preclude the exercise of any other right, and the remedies provided
herein are cumulative and not exclusive of any remedies provided at law or in
equity.

14.4 AMENDMENTS. This Agreement cannot be changed orally and no
amendment to this Agreement shall be effective unless evidenced by an
instrument in writing executed by the parties hereto.

14.5 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, and by the parties hereto on separate counterparts, each of
which shall be deemed an original but all of which together shall constitute
but one and the same instrument.

-10-
<PAGE>

14.6 SEVERABILITY. If any provision of this Agreement shall be invalid,
illegal or unenforceable in any respect under any applicable law, the
validity, legality and enforceability of the remaining provisions shall not be
affected or impaired thereby.

14.7 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors and assigns; provided, however, that this Agreement shall not be
assignable by either party hereto without the written consent of the other
party hereto.

14.8 HEADINGS. The headings of sections in this Agreement are for
convenience of reference only and shall not affect the meaning or construction
of any provision of this Agreement.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed and delivered in its name and on its behalf by its
representatives thereunto duly authorized, all as of the day and year first
above written.

ATTEST: BERKSHIRE CAPITAL INVESTMENT TRUST

/s/ Ronald G. Seger By: Malcolm R. Fobes III
- ------------------- ------------------------
Its: President

ATTEST: THE FIFTH THIRD BANK

/s/ Christine Ok By: /s/ Elizabeth Goldthwait
- ----------------- ----------------------------
Its: Officer

-11-
<PAGE>

Dated: May 16, 1998

EXHIBIT A
TO THE CUSTODY AGREEMENT BETWEEN
BERKSHIRE CAPITAL INVESTMENT TRUST AND THE FIFTH THIRD BANK

May 16, 1998

Name of Fund Date
------------- -----
BERKSHIRE CAPITAL GROWTH & VALUE FUND May 16, 1998

BERKSHIRE CAPITAL INVESTMENT TRUST

By: /s/ Malcolm R. Fobes III
-----------------------------
Its: President

THE FIFTH THIRD BANK

By: /s/ Elizabeth Goldthwait
-----------------------------
Its: Officer

-12-
<PAGE>

Dated: May 16, 1998

EXHIBIT B
TO THE CUSTODY AGREEMENT BETWEEN
BERKSHIRE CAPITAL INVESTMENT TRUST AND THE FIFTH THIRD BANK

May 16, 1998

AUTHORIZED PERSONS

Set forth below are the names and specimen signatures of the persons
authorized by the Trust to Administer each Custody Account.

NAME SIGNATURE
- --------------------- ------------------------

MALCOLM R. FOBES III /s/ Malcolm R. Fobes III
------------------------

LELAND F. SMITH /s/ Leland F. Smith
------------------------

RONALD G. SEGER /s/ Ronald G. Seger
------------------------

-13-
<PAGE>

SIGNATURE RESOLUTION

RESOLVED, That all of the following officers of BERKSHIRE CAPITAL INVESTMENT
TRUST and any of them, namely the Chairman, President, Vice President,
Secretary and Treasurer, are hereby authorized as signers for the conduct of
business for an on behalf of the Funds with THE FIFTH THIRD BANK:

CHAIRMAN
- ---------------------- ------------------------

MALCOLM R. FOBES III PRESIDENT /s/ Malcolm R. Fobes III
- ---------------------- ------------------------

LELAND F. SMITH VICE PRESIDENT /s/ Leland F. Smith
- ---------------------- ------------------------

VICE PRESIDENT
- ---------------------- ------------------------

TREASURER
- ---------------------- ------------------------

RONALD G. SEGER SECRETARY /s/ Ronald G. Seger
- ---------------------- ------------------------

In addition, the following Assistant Treasurer is authorized to sign on behalf
of the Trust for the purpose of effecting securities transactions:

ASSISTANT TREASURER
- ------------------------ -------------------------------

The undersigned officers of BERKSHIRE CAPITAL INVESTMENT TRUST hereby certify
that the foregoing is within the parameters of a Resolution adopted by
Trustees of the Trust in a meeting held May 16, 1998, directing and
authorizing preparation of documents and to do everything necessary to effect
the Custody Agreement between BERKSHIRE CAPITAL INVESTMENT TRUST and THE FIFTH
THIRD BANK.

By: /s/ Malcolm R. Fobes III
----------------------------
Its: President

-14-
<PAGE>

EXHIBIT C
TO THE CUSTODY AGREEMENT BETWEEN
BERKSHIRE CAPITAL INVESTMENT TRUST AND THE FIFTH THIRD BANK

May 16, 1998

MUTUAL FUND CUSTODY FEE SCHEDULE

PER UNIT FEE

I Basic Per Account Fee
Annual Asset Based Fees
Under $25 Million 1 bp
$25 - $100 Million .75 bp
$100 - $200 Million .5 bp
Over $200 Million .25 bp
Minimum $2,400.00

II Security Transaction Fees
DTC/Fed Eligible $ 9.00
Physical 25.00
Amortized Securities 25.00
Options 25.00
Mutual Funds 15.00
Foreign - Euroclear & Cedel 50.00
Foreign - Other TBD

III Systems
Automated Securities Workstation $ 150.00
$200.00 Initial Setup
Mainframe-To-Mainframe 150.00
$200.00 Initial Setup
ACCESS Single Account 50.00
Multiple Accounts 100.00

IV. Miscellaneous Fees
P & I Collection
(on amortized securities) $ 5.00
Per additional issue for repo 5.00
collateral
Voluntary Corporate Actions 25.00
Wire Transfers (In/Out) 7.00
Check Requests 6.00
Automated Asset Reconciliation 25.00

*FIFTH THIRD BANK IS WILLING TO REDUCE THE TOTAL ACCOUNT FEES 50% FOR THE
FIRST SIX MONTHS AND 25% FOR THE SECOND SIX MONTHS ONCE CONVERTED TO FIFTH
THIRD

**Minimum Account Fee $2,400

-15-

ADMINISTRATION AGREEMENT

THIS AGREEMENT is made and entered into this 27th day of October, 1998,
by and between BERKSHIRE CAPITAL INVESTMENT TRUST a registered management
investment company (the "Fund"), and Maxus Information Systems, Inc. DBA
Mutual Shareholder Services, an Ohio corporation ("MSS").

RECITALS:

A. The Fund is a non-diversified, open-end management investment
company registered with the United States Securities and Exchange Commission
under the Investment Company Act of 1940, as amended (the "1940 Act"); and

B. The Fund desires to appoint MSS as its transfer agent and dividend
disbursing and redemption agent, and MSS desires to accept such appointment.

AGREEMENTS:

NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereby agree as follows:

1. DUTIES OF MSS.

1.01 Subject to the terms and conditions set forth in this Agreement,
the Fund hereby employs and appoints MSS to act, and MSS agrees to act, as
transfer agent for the Fund's authorized and issued shares of beneficial
interest of each class of each portfolio of the Fund (the "Shares"), and as
dividend disbursing and redemption agent for the Fund.

1.02 MSS agrees that it will perform the following services:

(a) In accordance with procedures established from time to time by
agreement between the Fund and MSS, MSS shall:

(i) Receive for acceptance, orders for the purchase of Shares, and
promptly deliver payment and appropriate documentation therefore to the
Custodian of the Fund authorized by the Board of Directors of the Fund (the
"Custodian");

(ii) Pursuant to purchase orders, issue the appropriate number of
Shares and hold such Shares in the appropriate Shareholder account;

(iii) Receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation therefore to the
Custodian;

-1-
<PAGE>

(iv) At the appropriate time as and when it receives monies paid
to it by the Custodian with respect to any redemption, pay over or cause to be
paid over in the appropriate manner such monies as instructed by the redeeming
Shareholders;

(v) Effect transfers of Shares by the registered owners thereof
upon receipt of appropriate instructions;

(vi) Prepare and transmit payments for dividends and distributions
declared by the Fund;

(vii) Maintain records of account for and advise the Fund and its
Shareholders as to the foregoing; and

(viii) Record the issuance of shares of the Fund and maintain
pursuant to SEC Rule 17Ad-10(e) a record of the total number of shares of the
Fund which are authorized, based upon data provided to it by the Fund, and
issued and outstanding. MSS shall also provide the Fund on a regular basis
with the total number of shares which are authorized and issued and
outstanding and shall have no obligation, when recording the issuance of
shares, to monitor the issuance of such shares or to take cognizance of any
laws relating to the issue or sale of such shares, which functions shall be
the sole responsibility of the Fund.

(b) In addition, MSS shall perform all of the customary services of a
transfer agent, dividend disbursing and redemption agent, including but not
limited to: maintaining all Shareholder accounts, preparing Shareholder
meeting lists, mailing proxies, receiving and tabulating proxies, mailing
Shareholder reports and prospectuses to current Shareholders, withholding
taxes on U.S. resident and non-resident alien accounts, preparing and filing
U.S. Treasury Department Forms 1099 and other appropriate forms required with
respect to dividends and distributions by federal authorities for all
Shareholders, preparing and mailing confirmation forms and statements of
account to Shareholders for all purchases and redemptions of Shares and other
confirmable transactions in Shareholder accounts, preparing and mailing
activity statements for Shareholders, and providing Shareholder account
information and provide a system and reports which will enable the Fund to
monitor the total number of Shares sold in each State.

Procedures applicable to certain of these services may be established from
time to time by agreement between the Fund and MSS.

2. FEES AND EXPENSES

2.01 In consideration of the services to be performed by MSS pursuant
to this Agreement, the Fund agrees to pay MSS the fees set forth in the fee
schedule attached hereto as Exhibit "A".

-2-
<PAGE>

2.02 In addition to the fee paid under Section 2.01 above, the Fund
agrees to reimburse MSS for out-of-pocket expenses or advances incurred by MSS
in connection with the performance of its obligations under this Agreement.
In addition, any other expenses incurred by MSS at the request or with the
consent of the Fund will be reimbursed by the Fund.

2.03 The Fund agrees to pay all fees and reimbursable expenses within
five days following the receipt of the respective billing notice. Postage for
mailing of dividends, proxies, Fund reports and other mailings to all
shareholder accounts shall be advanced to MSS by the Fund at least seven days
prior to the mailing date of such materials.

3. REPRESENTATIONS AND WARRANTIES OF MSS

MSS represents and warrants to the Fund that:

3.01 It is a corporation duly organized and existing and in good
standing under the laws of the State Ohio.

3.02 It is duly qualified to carry on its business in the State of
Ohio.

3.03 It is empowered under applicable laws and by its charter and
by-laws to enter into and perform this Agreement.

3.04 All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement.

3.05 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations
under this Agreement.

3.06 MSS is duly registered as a transfer agent under the Securities
Act of 1934 and shall continue to be registered throughout the remainder of
this Agreement.

4. REPRESENTATIONS AND WARRANTIES OF THE FUND

The Fund represents and warrants to MSS that:

4.01 It is a Corporation duly organized and existing and in good
standing under the laws of Delaware.

4.02 It is empowered under applicable laws and by its charter and
By-Laws to enter into and perform this Agreement.

4.03 All corporate proceedings required by said charter and By-Laws
have been taken to authorize it to enter into and perform this Agreement.

-3-
<PAGE>

4.04 It is an open-end and diversified management investment company
registered under the 1940 Act.

4.05 A registration statement under the Securities Act of 1933 is
currently or will become effective and will remain effective, and appropriate
state securities law filings as required, have been or will be made and will
continue to be made, with respect to all Shares of the Fund being offered for
sale.

5. INDEMNIFICATION

5.01 MSS shall not be responsible for, and the Fund shall indemnify and
hold MSS harmless from and against, any and all losses, damages, costs,
charges, counsel fees, payments, expenses and liability arising out of or
attributable to:

(a) All actions of MSS or its agents or subcontractors required to be
taken pursuant to this Agreement, provided that such actions are taken in good
faith and without gross negligence or willful misconduct.

(b) The Fund's refusal or failure to comply with the terms of this
Agreement, or which arise out of the Fund's lack good faith, gross negligence
or willful misconduct or which arise out of the breach of any representation
or warranty of the Fund hereunder.

(c) The reliance on or use by MSS or its agents or subcontractors of
information, records and documents which (i) are received by MSS or its agents
or subcontractors and furnished to it by or on behalf of the Fund, and (ii)
have been prepared and/or maintained by the Fund or any other person or firm
on behalf of the Fund.

(d) The reliance on, or the carrying out by MSS or its agents or
subcontractors of, any instructions or requests of the Fund.

(e) The offer or sale of Shares in violation of any requirement under
the federal securities laws or regulations or the securities laws or
regulations of any state that such Shares be registered in such state or in
violation of any stop order or other determination or ruling by any federal
agency or any state with respect to the offer or sale of such Shares in such
state.

5.02 MSS shall indemnify and hold the Fund harmless from and against
any and all losses, damages, costs, charges, counsel fees, payments, expenses
and liability arising out of or attributable to any action or failure or
omission to act by MSS as a result of MSS's lack of good faith, gross or
ordinary negligence or willful misconduct.

-4-
<PAGE>

5.03 At any time MSS may apply to any officer of the Fund for
instructions, and may consult with legal counsel with respect to any matter
arising in connection with the services to be performed by MSS under this
Agreement, and MSS and its agents or subcontractors shall not be liable and
shall be indemnified by the Fund for any action taken or omitted by it in
reliance upon such instructions or upon the opinion of such counsel. MSS, its
agents and subcontractors shall be protected and indemnified in acting upon
any paper or document furnished by or on behalf of the Fund, reasonably
believed to be genuine and to have been signed by the proper person or
persons, or upon any instruction, information, data, records or documents
provided MSS or its agents or subcontractors by machine readable input, telex,
CRT data entry or other similar means authorized by the Fund, and shall not be
held to have notice of any change of authority of any person, until receipt of
written notice thereof from the Fund. MSS, its agents and subcontractors
shall also be protected and indemnified in recognizing stock certificates
which are reasonably believed to bear the proper manual or facsimile
signatures of the officers of the Fund, and the proper countersignature of any
former transfer agent or registrar, or of a co-transfer agent or co-registrar.

5.04 In the event either party is unable to perform its obligations
under the terms of this Agreement because of acts of God, strikes, equipment
or transmission failure or damage reasonably beyond its control, or other
causes reasonably beyond its control, such party shall not be liable for
damages to the other for any damages resulting from such failure to perform or
otherwise from such causes.

5.05 Neither party to this Agreement shall be liable to the other
party for consequential damages under any provision of this Agreement or for
any act or failure to act hereunder.

5.06 Upon the assertion of a claim for which either party may be
required to indemnify the other, the party of seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The
party who may be required to indemnify shall have the option to participate
with the party seeking indemnification the defense of such claim. The party
seeking indemnification shall in no case confess any claim or make any
compromise in any case in which the other party may be required to indemnify
it except with the other party's prior written consent.

6. COVENANTS OF THE FUND AND MSS

6.01 The Fund shall promptly furnish to MSS a certified copy of the
resolution of the Board of Directors of the Fund authorizing the appointment
of MSS and the execution and delivery of this Agreement.

6.02 MSS hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Fund for safekeeping of stock
certificates, check forms and facsimile signature imprinting devices, if any;
and for the preparation or use, and for keeping account of, such certificates,
forms and devices.

-5-
<PAGE>

6.03 MSS shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable. To the extent
required by Section 31 of the 1940 Act, as amended, and the Rules thereunder,
MSS agrees that all such records prepared or maintained by MSS relating to the
services to be performed by MSS hereunder are the property of the Fund and
will be preserved, maintained and made available in accordance with such
Section and Rules, and will be surrendered promptly to the Fund on and in
accordance with its request.

6.04 MSS and the Fund agree that all books, records, information and
data pertaining to the business of the other party which are exchanged or
received pursuant to the negotiation or the carrying out of this Agreement
shall remain confidential, and shall not be voluntarily disclosed to any other
person, except as may be required by law.

6.05 In case of any requests or demands for the inspection of the
Shareholder records of the Fund, MSS will endeavor to notify the Fund and to
secure instructions from an authorized officer of the Fund as to such
inspection. MSS reserves the right, however, to exhibit the Shareholder
records to any person whenever it is advised by its counsel that it may be
held liable for the failure to exhibit the Shareholder records to such person,
and shall promptly notify the Fund of any unusual request to inspect or copy
the shareholder records of the Fund or the receipt of any other unusual
request to inspect, copy or produce the records of the Fund.

7. TERM OF AGREEMENT

7.01 This Agreement shall become effective as of the date hereof and
shall remain in force for a period of three years; provided, however, that
each party to this Agreement have the option to terminate the Agreement
without penalty, upon 90 days prior written notice.

7.02 Should the Fund exercise its right to terminate, all out-of-pocket
expenses associated with the movement of records and material will be borne by
the Fund. Additionally, MSS reserves the right to charge for any other
reasonable expenses associated with such termination.

8. MISCELLANEOUS

8.01 Neither this Agreement nor any rights or obligations hereunder may
be assigned by either party without the written consent of the other party.
This Agreement shall inure to the benefit of and be binding upon the parties
and their respective permitted successors and assigns.

8.02 This Agreement may be amended or modified by a written agreement
executed by both parties and authorized or approved by a resolution of the
Board of Directors of the Fund.

8.03 The provisions of this Agreement shall be construed and
interpreted in accordance with the laws of the State of Ohio as at the time in
effect and the applicable provisions of the 1940 Act. To the extent that the
applicable law of the State of Ohio, or any of the provisions here in,
conflict with the applicable provisions of the 1940 Act, the latter shall
control.

-6-
<PAGE>

8.04 This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the subject
matter hereof whether oral or written.

8.05 All notices and other communications hereunder shall be in
writing, shall be deemed to have been given when received or when sent by
telex or facsimile, and shall be given to the following addresses (or such
other addresses as to which notice is given):

To the Fund: To MSS:

Berkshire Capital Investment Trust Maxus Information Systems, Inc.
475 Milan Drive, Suite #103 DBA Mutual Shareholder Services
San Jose, CA 95134 1301 East Ninth Street, 36th Floor
Cleveland, OH 44114

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

Fund:
BERKSHIRE CAPITAL INVESTMENT TRUST MAXUS INFORMATION SYSTEMS, INC.
(Name of Fund)

By: /s/ Malcolm R. Fobes III By: /s/ Gregory B. Getts
- ---------------------------- -------------------------
Its: President Its: President

-7-
<PAGE>

EXHIBIT A
MSS FEE SCHEDULE
BERKSHIRE CAPITAL INVESTMENT TRUST

ACCOUNTING FEES:

If the average value fund is
between the following: Yearly Fee Monthly Fee
- ----------------------------- ---------- ------------
- 25,000,000 $ 21,000 $ 1,750
25,000,000 50,000,000 30,500 2,542
50,000,000 75,000,000 36,250 3,021
75,000,000 100,000,000 42,000 3,500
100,000,000 125,000,000 47,750 3,979
125,000,000 150,000,000 53,500 4,458
150,000,000 - 59,250 4,938

SHAREHOLDER SERVICING FEES:
$9.25 annual fee per shareholder with a
minimum of $775.00 charge per month*

BLUE SKY SERVICING FEES:
$12.00 per state per month

*Discount calculated as follows:

Discount Net Assets of Fund
- -------- ------------------------
85% - 200,000
80% 200,000 250,000
70% 250,000 500,000
60% 500,000 1,000,000
50% 1,000,000 2,000,000
45% 2,000,000 3,000,000
40% 3,000,000 4,000,000
35% 4,000,000 5,000,000
30% 5,000,000 6,000,000
25% 6,000,000 7,000,000
20% 7,000,000 8,000,000
15% 8,000,000 9,000,000
10% 9,000,000 10,000,000
5% 10,000,000 11,000,000
0% 11,000,000 -

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

PERIOD TYPE: 6-MOS
FISCAL YEAR END: DEC-31-1998
PERIOD END: JUN-30-1998
INVESTMENTS AT COST: 113,863
INVESTMENTS AT VALUE: 144,594
RECEIVABLES: 11,505
ASSETS OTHER: 683
OTHER ITEMS ASSETS: 0
TOTAL ASSETS: 156,782
PAYABLE FOR SECURITIES: 0
SENIOR LONG TERM DEBT: 0
OTHER ITEMS LIABILITIES: 0
TOTAL LIABILITIES: 0
SENIOR EQUITY: 0
PAID IN CAPITAL COMMON: 134,638
SHARES COMMON STOCK: 13,746
SHARES COMMON PRIOR: 11,738
ACCUMULATED NII CURRENT: 0
OVERDISTRIBUTION NII: 224
ACCUMULATED NET GAINS: (8,811)
OVERDISTRIBUTION GAINS: 0
ACCUM APPREC OR DEPREC: 30,731
NET ASSETS: 156,782
DIVIDEND INCOME: 83
INTEREST INCOME: 141
OTHER INCOME: 0
EXPENSES NET: 0
NET INVESTMENT INCOME: 224
REALIZED GAINS CURRENT: (6,198)
APPREC INCREASE CURRENT: 43,344
NET CHANGE FROM OPS: 37,370
EQUALIZATION: 0
DISTRIBUTIONS OF INCOME: 0
DISTRIBUTIONS OF GAINS: 0
DISTRIBUTIONS OTHER: 0
NUMBER OF SHARES SOLD: 2,008
NUMBER OF SHARES REDEEMED: 0
SHARES REINVESTED: 0
NET CHANGE IN ASSETS: 55,370
ACCUMULATED NII PRIOR: 0
ACCUMULATED GAINS PRIOR: (2,613)
OVERDISTRIB NII PRIOR: 0
OVERDIST NET GAINS PRIOR: 0
GROSS ADVISORY FEES: 970
INTEREST EXPENSE: 0
GROSS EXPENSE: 1,293
AVERAGE NET ASSETS: 135,926
PER SHARE NAV BEGIN: 8.64
PER SHARE NII: .01
PER SHARE GAIN APPREC: 2.76
PER SHARE DIVIDEND: 0
PER SHARE DISTRIBUTIONS: 0
RETURNS OF CAPITAL: 0
PER SHARE NAV END: 11.41
EXPENSE RATIO: 0.95
AVG DEBT OUTSTANDING: 0
AVG DEBT PER SHARE: 0