UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
Read instructions at end of Form
before preparing Form. Please
print or type.
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1. Name and address of issuer:
Berkshire Capital Investment Trust
475 Milan Drive
Suite #103
San Jose, California 95134
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2. Name of each series or class of funds for which this notice is filed:
Berkshire Capital Growth & Value Fund
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3. Investment Company Act File Number: 811-08043
Securities Act File Number: 333-21089
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4. Last day of fiscal year for which this notice is filed:
December 31, 1997
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5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration:
[ ]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see instruction A.6):
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7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
None
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
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9. Number and aggregate sale price of securities sold during the
fiscal year:
NUMBER OF SHARES SALE PRICE
Berkshire Capital Growth & Value Fund ---------------- -------------
11,607 $115,500
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<PAGE>
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
NUMBER OF SHARES SALE PRICE
Berkshire Capital Growth & Value Fund ---------------- -------------
11,607 $115,500
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11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable (see Instruction B.7):
NUMBER OF SHARES SALE PRICE
Berkshire Capital Growth & Value Fund ---------------- -------------
132 $1,138
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12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in $115,500
reliance on rule 24f-2 (from Item 10): ---------------
(ii) Aggregate price of shares issued in
connection with dividend reinvestment + 1,138
plans (from Item 11, if applicable): ---------------
(iii) Aggregate price of shares redeemed or
purchased during the fiscal year -
(if applicable): ---------------
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant to +
rule 24e-2 (if applicable): ---------------
(v) Net aggregate price of securities sold
and issued during the fiscal year in
reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line 116,638
(iv)] (if applicable): ---------------
(vi) Multiplier prescribed by Section 6(b) of
the Securities Act of 1933 or other
applicable law or regulation (see x .000295
instruction C.6): ---------------
(vii) Fee due [line (i) or line (v) multiplied $34.41
by line (vi)]: ===============
Instruction: Issuers should complete line (ii), (iii), (iv), and (v)
only if the form is being filed within 60 days after the
close of the issuer's fiscal year. See instructions C.3.
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<PAGE>
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures
(17CFR 202.3a)
[X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
February 18, 1998
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SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Malcolm R. Fobes III
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Malcolm R. Fobes III, Chairman/President
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Date February 20, 1998
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*Please print the name and title of the signing officer below the
signature.
<PAGE>
Hall & Evans, L.L.C.
Attorneys at Law
1200 Seventeenth Street
Suite 1700
Denver, Colorado 80202-5817
Telephone (303) 628-3300
Facsimile (303) 628-3368
February 16, 1998
Berkshire Capital Investment Trust
475 Milan Drive, Suite #103
San Jose, California 95134
Ladies and Gentlemen:
Re: Rule 24f-2 Opinion
I have been requested to render an opinion in connection with the filing by
Berkshire Capital Investment Trust (herein referred to as the "Trust") of a
Rule 24f-2 Notice with respect to the fiscal year ended December 31, 1997 (the
"Notice").
Reference is made to paragraph 10 of such Notice, wherein the Trust reports
the sale of 11,607 shares during the fiscal year ended December 31, 1997 in
reliance upon registration under the Securities Act of 1933 pursuant to Rule
24f-2 under the Investment Company Act of 1940, and paragraph 11 of such
Notice, wherein the Trust reports the issuance of 132 shares in connection
with dividend reinvestment plans.
I have examined the Agreement and Declaration of Trust and records of the
Trust concerning certain actions by the Trustees of the Trust, the current
Prospectus of the Trust and the form of the Rule 24f-2 Notice.
Based upon the foregoing and assuming that all of such shares were sold in
accordance with the terms of the Prospectus in effect at the time of sale, in
my opinion the above-mentioned shares of the Trust have been legally issued
and are fully paid and non-assessable by the Trust.
I consent to the submission of a copy of this opinion to the Securities and
Exchange Commission in connection with the filing of the Trust's Rule 24f-2
Notice for the fiscal year ended December 31, 1997, as contemplated in Rule
24f2(b)(i) under the Investment Company Act of 1940.
Very truly yours,
/s/ Hall & Evans, L.L.C.
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Hall & Evans, L.L.C.
